Should've Said No
by lnkmstr10
Summary: She stepped away. "They tell me I shouldn't love you." The older girl took two steps towards her, diminishing any space the blonde had created with her move. "Then don't," she whispered, and then kissed her.
1. Forgetting You

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _I'm backkkkkk! And no, that's not supposed to sound creepy, just excited. Ok so this is a WIP for sure, but I could only hold back this story for so long. As all my other works, this story is no way affiliated with my other stories, other than it shares the same author, me :). It could be a slower update process than my other stories, considering I'm in school, but I will do my best._

_Reviews are always appreciated, and I want to thank all of my lovely reviewers who have followed me from story to story, and all the new ones who have filled my heart with love. Se amo mucho!!!!! And now I leave you with the beginning of _Should've Said No. _Enjoy!_

_I dedicate this chapter to **JanaLibe**, whose messages inspired me to post this story sooner than planned. I hope you enjoy it Jana :)_

---

Chapter 1

_Forgetting You_

-

"And stay out!" she yelled as she angrily slammed the door shut.

Only once the door was completely shut did the girl allow herself to fall back against it and be overcome by tears.

She bitterly wiped her tears and kicked the door hard. "God I hate you!"

Spencer looked apologetically at the door, feeling a little guilty over her harsh treatment. It wasn't the door she hated, but rather the person who was pushed through it moments ago.

Spencer ran a tired hand through her long blonde locks and walked over to the couch. She picked up the phone and began to dial the person she always calls before she stupidly realized that she just kicked that very person out of her apartment.

"Well that's just great," she berated herself. "Now what am I going to do?"

"How about what every other newly single girl does?" her roommate said suddenly.

Spencer placed a hand over her now rapidly beating heart. "God Jen! Next time could you give a warning before you materialize?"

"But where is the fun in that?"

"Well for one you wouldn't have to drive me to the hospital," Spencer deadpanned, but her smile belayed her anger. And Jen knew her well enough that Spencer's threats and sarcasm weren't to be taken seriously.

"Whatever," Jen waved her off. "Now who's up for some clubbing?"

"What ever happened to the days of moping and eating tubs of fattening ice cream?"

"They are here, just no normal person does it anymore…wait." Jen stopped herself with a satisfied smile at the pointed glance she gave Spencer.

The blonde just rolled her eyes with a smile. "Shut up Jen."

"Go get ready Carlin. And remember," she called out to her friend's back, "dress hot! Rebound time is nigh!"

Spencer once again rolled her eyes, not even caring if Jen couldn't see it. Her crazy roommate probably could hear the eye roll anyway.

After successfully changing into an outfit that Jen labeled as "damn hot," Spencer was ready to go. She was less than enthusiastic, but her peppy roommate quickly overlooked it.

"I'm going to score me a hottie!" Jen sang as she drove down the dark road.

"You're not going to score anything but a severed spine if you don't slow down," Spencer chastised her friend as she clung tightly to the seatbelt.

She absently wondered how well the seatbelt would hold her in should they become acquainted with a tree.

"Oh, I'm sorry _Mom_, I don't remember inviting you." Jen made a point to speed up, maturely sticking her tongue out at Spencer.

"Whatever Jen, just get us there. Preferably in one piece," Spencer mumbled under her breath.

Jen put her hands up in a shrug. "Hey I'm trying to be efficient by getting there quicker. That way it's less of a chance of me involving other people in a wreck."

Spencer's eyes widened and she quickly screamed as she grabbed the wheel her friend had abandoned. "What the hell Jen!?" she demanded angrily.

"Damn you got some good reflexes Carlin," Jen said in appreciation.

Spencer didn't even grace that with a response. She did, however, level Jen with a nice glare. Her roommate, of course, just ignored it and proceeded to swerve in and out of the lanes, something that made Spencer clench her jaw and have 911 on her call ready list.

---

She didn't know how they did it, but somehow Jen got them to the club in one piece. Jen attributed it to her driving skill.

"Skill? Yeah right," Spencer scoffed. "You're just lucky God decided it wasn't my time to join him."

"Can you blame him? That would mean an eternity of listening to you bitch and moan. Hell, I can barely deal with it, and it's only been a year."

Spencer smiled at her friend and patted her cheek fondly. "Ah, but that's why you love me."

"And because you're so hot Carlin."

Spencer rolled her eyes and grabbed her friend's hand and pulled her inside.

"Now this is a hoppin' party!" Jen said excitedly.

Spencer leveled Jen with a slightly amused expression. "Jen, could you at least act like your age is in the double digits?"

"Puh-lease grandma, you need to get with the times. All the cool kids are saying it."

Spencer absently wondered what _cool kids_ Jen was hanging around.

"Ooo, my hottie radar is going crazy!!" Jen said excitedly as she pointed to the crowd of people on the dance floor.

"I can't even focus on how fast you managed to find a guy. I'm still in shock that you say such lame things as that…and that I'm still your friend after knowing this fact," Spencer added as an afterthought, ignoring the tongue her friend stuck out at her.

"Just because your radar is in the antique shop doesn't mean you have to hate on mine." Jen's voice lost its sarcastic edge as she leveled Spencer with a gentle look. "It's ok to look Spence."

Spencer sighed. "Yeah I know. I just…you know."

Jen echoed the sigh. "Yeah, I do." And she did. "Well come on," she said suddenly, determined to bring her friend out of this depression. "Let's find some hot girls to make these guys jealous."

Spencer rolled her eyes at her roommate in amusement. "Don't you mean these hotties?" She decided to humor Jen.

Jen gave Spencer a big smile and hugged her tightly. "Exactly Carlin! Now shake what your hot mom gave you!"

Jen always made comments like that about Paula Carlin. It never ceased to make Spencer roll her eyes-and not to mention shudder. Especially when Jen said it out loud to the older blonde while in the middle of family dinners.

Spencer had started choking and had to have her brother, Glen, hit her back -probably more forcefully than was necessary- to clear the blockage. Paula, on the other hand, favored the dark haired girl with a big smile and gave her the last potato, saying that Jen was "such a sweet soul."

"Turn your brain off and put your hips into gear," Jen ordered loudly even though they were right next to each other and Spencer was in no way close to being deaf. Although now that might have changed.

Without giving Spencer the chance to retort, which she most undoubtedly would have done, Jen grabbed Spencer's hand and dragged her to the dance floor, unceremoniously pushing past the throng of people.

Spencer was strung along, muttering out many sorry's to all the people Jen was bumping into and giving her best apologetic smile.

Jen tugged on Spencer's hand in exasperation. "Come on Spence! Stop dawdling and start dancing with me. I need to get some tonight!" she yelled without any trace of tact or embarrassment.

Spencer ducked her head as she blushed at her friend's outburst. Sure, she was used to Jen being that blunt, but usually it was just the two of them, not all of LA. "Ok I'm dancing." She emphasized her point by thrusting her hip into Jen. "Now will you shut up?"

"Aw Spence, you're so sweet," Jen cooed playfully as she touched Spencer's cheek fondly. "Now it's time to show everyone how I make this good girl go bad."

Spencer rolled her eyes again. It was a common occurrence when she hung out with Jen. In fact, it was usually a guaranteed response when in the presence of the dark haired girl.

"First you rip off phrases from thirteen year old girls, and now from songs?"

Jen shrugged carelessly. "It's all fair game."

The song changed to a faster beat and Jen surprised the blonde by pushing her away and then quickly pulling her back in.

"What the hell Jen?"

"It's how the dance to this song goes," Jen explained as if it were obvious. She pushed Spencer away again, her grip almost slipping, before she reclaimed her grasp and pulled Spencer back to her again.

"Jen I swear," Spencer said through gritted teeth, her blue eyes flashing with annoyance, "I'm going to kill you if you push me and pull me back one more time!"

Jen got a wicked gleam in her eye but nodded her understanding. "Sure Carlin, I gotcha." And with that she pushed Spencer away for the third time, but this time she didn't pull her back.

Her hand slipped from Jen's and Spencer frantically tried to reach back for it, her shocked face contrasting greatly with the shit-eating grin that overtook Jen's face. She closed her eyes as she prepared to meet the hardwood floor. Instead she crashed into something a lot closer.

"Ooph!" Both of them breathed out in pain. Crashing into another person was never on Spencer's list of things she loves to happen.

"Fuck," Spencer said sharply as an elbow met her side. "God I'm so sorry," she mumbled in embarrassment, shooting a quick glare to a hysterical Jen.

She turned around to face her landing pad and found herself face to face with a curly brown haired girl with similarly colored eyes.

"It's ok," the girl assured her, "I just wasn't expecting anyone to sling shot into me." The girl brushed off imaginary dirt off of her red top, declaring herself all good.

Spencer smiled at the remark. "Yeah sorry, my friend and I were dancing and she forgot she can't sling me around like she can when it's just the two of us."

Spencer eyes widened as she realized how that sounded, and to a complete stranger too. "God that sounded awful!" She put a hand to her forehead and rolled her eyes at herself.

The brunette attempted to bite back a smile. "Well if that's how we are supposed to be dancing to this song, it's no wonder I haven't had any attention." Her eyes sparkled with mirth.

Spencer felt a laugh escape her. She was relieved the girl wasn't some psycho who wanted to beat her up for invading her space. At least as far as she knew.

"I'm Ashley." The girl smiled and stuck out her hand.

Spencer took the hand and shook it briefly before releasing it. "I'm embarrassed. But it's pronounced Spencer."

Ashley smiled and Spencer was filled with pride over her ability to make this stranger laugh. "Well I think your friend has recovered from her laughter induced hernia." Spencer followed Ashley's eyes over to Jen.

"Serves her right," Spencer muttered darkly.

"Spence are you ok?" Jen actually managed to seem genuinely concerned.

"Oh totally. Who isn't ok after forcefully colliding with another person?" Spencer retorted.

"Ok good," Jen smiled widely and turned to Ashley. "I'm Jen. Sorry about Spencer here." Jen pointed to Spencer and made a gesture of drinking and then proceeded to stumble around, which caused Spencer to, yes, roll her eyes, and Ashley to snort in amusement.

"Whatever Jen. Did you meet any _hotties_?"

Jen gave Spencer an incredulous look. "How could I? I had to go take care of you because you were 'so hurt,'" Jen said as if she had done her friend a huge favor.

Ashley just watched the exchange with a smile on her face, enjoying the easy banter between the two friends. She spotted a familiar person waving at her to come over so Ashley gave Spencer and Jen one last smile before walking away.

"Hey you!" Jen suddenly yelled across the club, successfully catching Ashley's -and the rest of the club's- attention. Spencer shook her head at her friend's manners.

"Yeah?" Ashley yelled back with a smirk. She liked this Jen girl.

"What's your name?" Seriously, Jen had no tact whatsoever.

"It's Ashley."

"It was good meeting you! Hopefully if we meet again this one won't be so plastered." Jen pointed back to Spencer, ignoring the hit she received from the blonde.

Ashley gave a final wave and then disappeared into the crowd again, leaving Spencer feeling extremely bored.

"Alright this club is officially lame," Jen declared.

Spencer looked around at the numerous under-aged kids surrounding them. "You're just now realizing this? What did you expect coming to a club named Club Trojan. That practically screams sixteen and under."

Jen snorted. "Ok Ms. High and Mighty, may I remind you that you are also underage."

Spencer waved the comment off. "Yeah, by like ten months. If you round up, I'm practically of age."

"Yeah, maybe if you use the metric system," Jen shot back.

The blonde raised an eyebrow. "Do you even know what the metric system is?"

"Does it matter?"

"And there's my answer," Spencer smiled. "So now can we get some ice cream?" She grabbed Jen's arm and gave her a pleading look.

"Fine fine," she conceded. "You want to invite your girlfriend?"

"My girlfriend?" Spencer said confused.

"Ashley."

"Whatever Jen," Spencer pushed her friend. "You were the one who was checking her out."

"Well who wouldn't? She was hot!" Spencer often wondered where Jen got her logic from.

"This coming from the girl who says my mom is hot. Sorry if I don't hold too much to that."

"Point is," Jen stressed, steering the conversation back on course, "as soon as you guys started talking, like a thousand guys came over. I was about to grab one, but then you had to ruin it by talking to me."

"Aw I'm so sorry Jen. I'm such a terrible friend going and talking to you. What was I thinking?" Spencer accompanied her sarcastic remark with an eye roll.

"Well anyway, at least you had fun." Jen looked at Spencer. "You did…right?" she asked in an unsure voice.

"Yeah I did. Thanks." Spencer smiled warmly and hugged her friend. "I didn't think about-" Spencer cut off, not wanting to say his name.

"Dickwad?" Jen supplied.

Spencer laughed and nodded. "Yeah," she agreed, "dickwad."

They came to silence after that, both knowing that now was not the time to talk about it.

The girls linked arms and walked back to the car, filling their journey home with overplayed, popular-for-a-week songs, and obnoxious singing.

---

Once in the solidarity of her room, Spencer immediately went over to her nightstand where her phone sat.

She slid open her phone and breathed a huge sigh as she saw she had ten missed calls, four voicemails, and seven text messages. She didn't have to be a genius to figure out who they were from.

Against her better judgment, she clicked through her phone until she got to her inbox.

_I'm so sorry!!! Please talk to me. I know I messed up, but I love you. You know I would never hurt you. I love you baby. I just want things to go back to normal. Call me please!_

Spencer closed her phone in anger. Angry that she was brought to tears by that message. Angry that she had given in and read that message. Angry that she knew she was going to respond to it.

She gave another long sigh and stared up at the ceiling. She grabbed her phone and re-read that one message, leaving the others to be deleted and never read. She knew they all would say the same thing.

The blonde typed on her phone before changing her mind and quickly closing it, fighting back another set of tears.

As her phone vibrated with another message, she debated for a long moment before swiftly deleting it, sending the unread message to text cyberspace to join its six other companions.


	2. Eating Out or Coming Out?

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Wow, one chapter in and you guys already add this to your update list. I'm honored :D. Glad to see it went over so well. I definitely enjoyed writing this chapter, especially when I use Jen, because really, she is such a blast to write.  
_

_Reviews are always appreciated and I thank all those who have done it already._

_I dedicate this chapter to **Maeisforlovers**, because you left like 5 reviews in a row for _Invisible_ and it totally made me smile!_

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Chapter 2

_Eating Out or Coming Out?  
_

-

Spencer got out of the car and stretched. The two hour drive somehow managed to feel like an all day event, and that was even with Jen's _Fast and Furious_ driving abilities.

"So tell me again why we drove two hours get to a place that was forty minutes away."

"I told you," Jen explained for about the fifth time, "it was a detour."

"Uh huh," said Spencer in an unconvinced tone. "That detour sign that only you could see and only you managed to follow?"

"Yes," Jen said indignantly. "I can't help it if everyone else is an idiot," she huffed.

Spencer smiled but chose not to comment.

"But since we are here-"

"Finally!" Spencer interrupted.

Jen ignored her. "Since we are here," she said again, "we might as well get some food."

"Yeah, because they totally didn't have any of that where we lived."

Jen sent Spencer a glare. "Alright grumpy, I get it."

"Does that make you dopey?" Spencer asked sweetly, giving Jen a charming smile.

"Only you," Jen poked Spencer in the shoulder, "Carlin, would use a Disney reference whenever applicable."

Spencer returned Jen's poke with one of her own. "And only you, Beckett, would use a word such as applicable. Can you even spell it?"

"Can you spell all the words you say?" Jen shot back. When Spencer didn't answer Jen smiled triumphantly. "Didn't think so. Now come on Grumpy, let's go get some food!"

Without waiting for any response, the dark haired girl pulled her companion into the restaurant.

Spencer read the name as they went in and quirked an eyebrow at her friend. "_Slick and Easy_? Where in the world do you find these places?"

"They have the best meat in all of Cali!" Jen justified.

"Sure they do," Spencer humored her. "It explains why the name is less than appealing. I wonder if they also own Club Trojan."

Jen gave Spencer an annoyed look. "Alright Debbie Downer, can we just go in and enjoy the food, hold the bitching?"

Even though Jen seemed annoyed, Spencer knew she was just kidding. She gave a dramatic sigh. "If I must."

"Well I don't know about that, but you _must_ pay, because I'm broke." Jen showed her empty wallet and managed a sheepish smile.

Spencer knew better. Jen's parents were loaded and usually gave her about a hundred dollars twice a week.

"How do you not have money?" Spencer asked in amazement. "You always bum off of me."

"Exactly," Jen said obviously. "Now get your ass inside. I'm craving some cows."

Spencer gave her friend a mock critical look. "I don't see how you're still single."

Jen chose to ignore the comment and instead pulled Spencer inside.

"How many?" The hostess politely asked.

Jen looked around and began counting imaginary people. Spencer rolled her eyes at her stupid friend and slapped her hand down. "Just two," Spencer said, elbowing Jen in the side to stop her from laughing.

The hostess gave Jen a strange look but plastered on her fake smile and led them to a table.

"You server will be Katie. Enjoy your meal. We hope you come back." She stared at Spencer the whole time she said this, causing a slight pout to appear on Jen's face at being ignored.

"Thanks," Spencer smiled politely.

"Yeah, thanks," Jen replied also. "Bitch," she added softly as the hostess walked away.

"_Jen_!" Spencer whispered harshly, looking around to see if anyone had heard.

"What?" the girl asked in innocence. "She was one. She completely ignored me."

"Who could blame her? You were counting imaginary people."

"And?"

Spencer shook her head and turned to her menu.

"Well if it isn't club girl." Jen smirked.

"Club girl?" the blonde questioned.

"Yeah, you know, Ashley?" Jen said as if it were common to refer to the brunette in that manner.

Spencer's eyes followed to where her friend pointed. She found herself smiling as she saw the woman approach. Following her friend's lead of standing, Spencer made her way over to Ashley. However, with her eyes on the girl, she did not see the serving tray that was in her way and she promptly tripped over it, completely graceful of course.

Jen stopped and laughed hysterically at her embarrassed roommate, offering no assistance to the blushing blonde and pointedly ignoring the glare sent her way.

"Ashley!!" Jen smiled excitedly, running over to the amused brunette and forgoing any semblance of minding personal space issues as she threw her arms around Ashley like she wasn't an almost stranger.

"Hey you two, fancing seeing you here." Ashley glanced over at Spencer. "Though the ground seems like a common area for you. You doing some more dancing?" she teased but did at least offer a hand.

Spencer took the offered hand. "No," she said with a little irritation, mostly from embarrassment. Why did this always seem to happen around Ashley?

Jen threw an arm around Spencer. "Spencer here is drunk again," she explained to Ashley.

"Jen!" Spencer scoffed and shook off her friend's arm. "I'm not drunk," she iterated to the amused Ashley.

"I was just concerned. If you were dancing again, there was a good chance I could be injured again."

Spencer searched Ashley's eyes, finding only a gentle teasing that somehow put her less on edge. "No, I gave that up. I didn't want to hospitalize anyone else."

"Pity." Ashley snapped her fingers. "I personally love those comfortable beds and stylish gowns. And that whole hospital smell." She sighed longingly.

Spencer's mouth once again found itself quirking into a smile. "Well hold out. Maybe I'll throw a fork at you."

Jen watched the exchange with a weird half smile. And people thought _she_ was the strange one. She shook her head at her lame friend.

With the conversation in a lull, Spencer looked up at Ashley and bit her lip shyly before shifting her gaze to her friend. Jen recognized Spencer's hesitation and rolled her eyes again. "Would you like to join us?" she asked for Spencer.

Ashley quickly looked at the blonde before answering. "Sure, that would be nice." She took a seat next to Spencer.

The blonde shifted to make more room for their new guest. "You smell nice," she found herself saying. She didn't have to look at Jen to see the 'what the fuck' look she knew Jen would be sending her. Spencer was wondering the same thing herself.

Ashley looked like she was biting back a grin. "I showered. It's this new thing I'm trying."

"Concepts like hygiene are lost on Spence," Jen retorted, enjoying any chance she got to make the blonde squirm. Especially since it got Spencer every time.

Spencer sent Jen a glare. "I do shower," she assured the girl beside her.

"Well," Ashley drawled out playfully, "I did have my doubts." She shared a conspiratory smile with Jen.

Spencer crossed her arms petulantly. She didn't like being double teamed. She had enough of it from Jen. "So what are you doing here?" she opted for a subject change. One that wasn't revolving around her…habits.

"Oh gee, I don't know," Jen put a finger to her chin in mock thoughtfulness, "…maybe eating?" she deadpanned.

"Funny, I don't remember asking you," Spencer said harshly. She turned her attention to Ashley.

"Well," Ashley clapped her hands together, "I was following you two and saw that you turned off at this place, so I figured I would time it right to make it look like it was purely coincidental."

"That would explain the binoculars," Jen added thoughtfully, putting a hand to her chin for extra emphasis. "And the heavy breathing! I just figured it was Spencer."

Spencer rolled her eyes but decided to do battle. "It's because I was holding my breath to prevent myself from having to smell you any longer," the blonde quipped.

Ashley let out a husky laugh. "You two are great. Definitely paid off coming to such a sketchy place as this."

"So where do you live? What about school? Oh yeah, and how old are you? You got a boyfriend?" Jen fired without taking a breath. Spencer gave her friend a stare crossed between impressed and exasperated.

"Nosy much, Jen?"

"No it's ok," Ashley promised with a smile. Spencer noticed she did that a lot. "Let me see if I remember your questions. I live here in LA. I just finished up school so I'm officially done with that. I'm twenty one and…" She struggled to remember the last question. "Oh yeah! And no, I'm single. What about you two?"

"We live in an apartment in LA. Spence here still has a semester left." Jen stuck her tongue out at her friend. "I actually never went to college. I'm too good for it. Shut it Spencer," she warned her friend as Spencer gave a disbelieving snort. "I'm twenty one also, but little Spency Wency is only 20. And I'm single and Spence is actually newly boyfriendless. Hence us at the club." She looked at Spencer for any signs of an emotional breakdown. "And that's our life story." Ashley laughed.

"Ah, going to the club to forget about dumbass boyfriends," Ashley said in understanding. "Or ex-boyfriends," she corrected. She regarded Spencer for a moment before speaking. "So what happened? If you don't mind me asking," she quickly threw in.

"He cheated," Spencer said devoid any emotion. Ashley's face crinkled into a sympathetic look. "He justified it by saying I wasn't in love with him. I mean it was true, but that hardly gives him the green light to fuck some other girl!" Bitterness crept into her tone.

Jen put a placatory hand on her friend's. "Throughout the whole relationship he was a dick. Fuck Aiden, Spencer."

"Whoa, did you say Aiden?" Ashley gasped in surprise.

"..yeah…" Jen said uncertainly, trading a confused look with Spencer. "Why?"

"As in Aiden Dennison?" Ashley knew Aiden wasn't a common name, but she had to be sure.

"Yeah," Jen said again, still with the same tone. "You know him?"

_Obviously_, Spencer thought with an eye roll. She wisely held her comment though. She was just as eager to know.

"Ugh, yes. He's actually my ex-boyfriend. Well one of them," she corrected quickly as Spencer swiftly swung around to look at her.

"What happened?" Spencer found herself unconsciously leaning closer to the brunette.

"Basically the same thing with you. He said I wasn't in love with him and that he deserved better. Guess you were better?" Ashley said humorlessly. "But he was right. I wasn't in love with him."

"Wow," Jen said after a long silence. Both girls stared at her expectantly. "Am I the only one who hasn't dated Aiden?" Both girls laughed at Jen, the mood immediately lightened.

The waitress came by again, and just like the hostess, she completely ignored Jen and focused on Spencer.

"And would you like that prepared any special way?" The waitress sweetly offered. She seemed oblivious to the crude gestures Jen was sending her way.

Spencer felt a little flustered from the attention. She looked at Ashley, wordlessly asking her opinion, seeing as how they were sharing.

"Make it bleed," Ashley said with a pointed look at the waitress, sending her some kind of message that was lost on Spencer and Jen.

Katie, the waitress, gave Ashley a dirty look. "Are you two together?" she asked lowly, managing to have a vehement tone.

Spencer blanched and looked at Jen with wide eyes before looking at Ashley. "W-what?" she sputtered out.

"Are you two eating together?" she corrected, a glare fixed firmly on Ashley's face.

"Yes." Ashley said with a smile, imperceptibly scooting closer to Spencer. "Now could you put the order in so we can eat sometime within the next hour?"

Kate forcibly took the menus, looking like she'd rather shove them up Ashley's ass than take them back to their rightful place. "Of course," she forced out through gritted teeth.

Jen whistled. "Wow Spence, you sure know how to pick them."

Spencer put her face in her hands to hide her blush. "Shut up, Jen. That was so awkward!"

"At least you have some one who can cook. Or at least serve," Ashley teased.

"I didn't even do anything," Spencer protested. "Did I?" She looked between her smiling friends, both who shrugged.

Jen stared at her friend through squinted eyes. "I never thought about it before Carlin, but I do get that gay vibe from you."

Spencer pushed her friend from across the table. "That's it, you are paying."

An evil smile filtered across Jen's face. "Hmm," she said thoughtfully, "somehow I think this will be on the house. I'm sure you can find another way to pay." She gave Spencer a suggestive wink. "Although she'll probably spit in Ashley's food."

"Nah I'm safe. Remember, I'm sharing with her beloved Spencer!"

"You too?" Spencer stared at Ashley and shook her head.

Ashley put her hands up in innocence. "I'm just saying, she was hot for you. Why else would she shoot lasers at me from her death glare?"

Spencer considered it for a moment. "Maybe she doesn't like people sharing?" she suggested with a shrug.

"_That_ must be it." Jen rolled her eyes. "But why did she only hit on you, Spence?"

"What do you mean?" Ashley asked.

"Well there were two other people here. Not that you aren't hot Spence," she assured her roommate, making the blonde shake her head. "But you," she turned back to Ashley, "you're smoking!"

Spencer found herself blushing at Jen's praise of Ashley. Not that she didn't agree, it was just…well she didn't know exactly what it was.

"And I'm totally sexy," she continued, "so what's up with that?" she finished with a pout.

Ashley stared at Spencer intently, causing the blonde to shift uncomfortably under the close scrutiny. "It's gotta be the eyes," Ashley decided.

It was Jen's turn to regard her friend thoughtfully. "Definitely," she agreed. "And the blonde hair." She stroked Spencer's hair.

"Guys," Spencer moaned out in protest from behind her hands.

"And the cute shyness."

"And the whole 'innocent-waiting-to-be-corrupted thing too.'"

"Alright!" Spencer inserted, her face easily resembling a tomato. She never did take compliments well and this was just overwhelming.

Jen pinched Spencer's cheek. "See? Told you you're shyness was cute."

The blonde waved Jen's hand away. "You guys are just jealous."

"Of course," Jen agreed quickly, much to Spencer's surprise. She was expecting a retort. "You get Ashley _and_ Katie."

"Eh," Ashley shrugged indifferently, "I always liked you better. I was just using Spencer here to get to you."

Jen maturely stuck her tongue out at Spencer and patted the seat beside her, which Ashley sat in.

Katie chose this moment to come back. She eyed Spencer's newly vacated side. "Are you two not sharing anymore?" she asked, hopefulness creeping into her tone.

"Oh, uh…" Spencer threw a desperate look to the curly haired girl across from her. She honestly didn't know if they still were.

Ashley quickly slid back to Spencer's side. "We are," she said shortly.

"Whore," Katie mumbled under her breath.

"What?" Ashley demanded.

"I said more…water?"

Ashley glared at the waitress, obviously not believing the poor lie. "No thanks. I'm satisfied with what I have." She cast a glance in Spencer's direction, sending Katie a loud message.

"You sure you don't want something else? Perhaps something better, Spence?" Katie purred at the blonde.

Spencer's eyes widened for three reasons. First, the fact that Katie knew her name. Second, because Katie used her nickname. And third because she was openly, and almost obnoxiously, flirting with her.

Beyond embarrassment, the young girl could only shake her head and squeak out, "No thanks."

"She is so not getting twenty percent," Ashley commented once the lovely Katie left their presence. Spencer nodded her agreement. She wondered how much trouble it would be to get it to go.

It ended up only taking a little wink from the blushing blonde to convince the smitten Katie to get their meals to-go. That, however, took a lot of persuading from the two darker haired women to convince Spencer to flirt with the waitress.

If Jen was honest with her friend, which she always was, it was a horrible attempt at flirting, but Katie was so attracted to Spencer that she found it adorable and eagerly consented.

---

It was with two white to-go boxes and one decorative red box that the trio left _Slick and Easy_.

"Well now we know why it's named that," Ashley deadpanned. Her reference towards Katie was not lost on the other two.

"I don't know, I kind of like her. Spencer did too, right Spence?" Jen nudged the quiet blonde.

Spencer sighed. "I think she like me enough for the both of us."

"At least it was free," Jen threw in.

Ashley gave her a strange look. "Spencer paid for yours."

"Exactly, so it was free."

Spencer just rolled her eyes at her strange friend's even stranger logic. "You want my box?" she offered Jen.

Jen eagerly took it. "More free food! This just keeps getting better. But are you sure you don't want this for Katie's number? She'd love for you to call," she teased. "Plus, she is definitely not an Aiden. That's always a plus."

Spencer laughed. "No thanks. She's-"

"A girl?" Jen supplied. Ashley's eyes snapped to Jen.

Spencer rolled her eyes. "Well duh. But I was going to say creepy."

"She was!" Ashley heartily interjected in full agreement.

"I seem to attract that sort of person." Spencer sighed wistfully.

"At least there's no discrimination there," Jen tried.

Spencer and Ashley shared an eye roll, which caused them both to smile.

The brunette glanced at her watch and sighed regretfully. "Well ladies, it's been a blast, but I have to get back home."

"Thanks for putting up with Spencer," Jen smiled as she moved in and hugged Ashley. Spencer rolled her eyes again.

Ashley laughed at the pair. "It was my pleasure." She turned to the blonde and smiled. "Maybe next time I'll be hospitalized?" she asked hopefully.

Spencer found herself smiling as well as she thought about hanging with the enigmatic girl again. "Maybe."

The two stood in silence, Spencer staring at the ground shyly while Ashley contemplated whether she should hug the girl or not.

Spencer chastised herself and stepped forward and put her arms around Ashley. They held each other for only a brief moment, and the blonde quickly, if not awkwardly, released Ashley and stepped back, eyes cast downward again.

"Can I get your number?" The brunette suddenly asked.

Spencer's eyes snapped in surprise to Ashley. "You know, so we can do this again," she explained with nonchalance. "All three of us," she amended as she registered the shocked look on the blonde's face.

"Oh uh…yeah sure," Spencer stumbled out, wondering why she was so nervous.

She gave the older girl her number, quickly murmured out a goodbye, and practically ran over to where Jen was waiting in the car.

Jen eyed her friend. "What the hell is wrong with you?"

Spencer shrugged helplessly. She was wondering the same thing. "I don't know," she moaned out. "I'm so lame!"

"Uh yeah," Jen agreed. "Why were you being so awkward? I thought I was going to have to force you to hug Ashley."

"I know!" She pulled on her hair. "I don't know what my deal is. She just makes me nervous." Jen's eyebrows rose questioningly. "What?" Spencer asked defensively.

Her roommate's face twisted into a knowing smile. "You have a girl crush on her."

"What?" Spencer scoffed as she shifted suddenly. "I so do not."

"Please, it's so obvious. You got clumsy when you saw her, you got word vomit, and you were obviously nervous. Aw Spence," the dark haired girl cooed, "how cute." She pinched the blonde's cheeks fondly.

"I do not." Spencer crossed her arms.

"Sure you don't," Jen mocked. "You are always this defensive."

"Whatever Jen. She was obviously flirting with you." Spencer raised her eyebrows challengingly.

"You jealous?" Jen smiled smugly.

Spencer laughed and shoved her friend. "Completely. But I still have Katie as a back up plan."

"Ashley's better," Jen shrugged as she pulled out of the restaurant and onto the highway.

"She is," Spencer humored her friend. She agreed though. Ashley was more attractive than Katie, and totally a lot less creepy.

The blonde shook her head, wondering why she was even thinking about it. Instead she focused on the familiar Spice Girl's song floating through the car.

---

The drive back took a lot less time than the trip there. Jen claimed that the detour signs must have been taken down during their time away at lunch.

"That must be it," Spencer said sarcastically as she walked into their apartment.

She sat down next to Jen and turned on the TV. Her phone vibrated, drawing her attention the new message she had from an unknown number.

_You smelled nice too._

She didn't have to look in a mirror to know she was smiling. She didn't have to look at Jen to know her roommate was giving her a strange look. Spencer didn't have to send a message back, asking who it was.

She did, however, have to remind herself to wipe the smile off before she went to bed.


	3. Return Policy

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Your reviews seriously were the best ever! I'm so happy for all the feedback you guys left :)_

_And sorry for the delay and the short chapter, but that means you get another chapter quicker. This in no way makes up for it, but my computer decided to get sick, so sorry._

**Bailey-fo-life**: The "make it bleed" reference was Ashley basically being a bitch, subtley, to Katie. She was pretty much telling Katie to go to hell. Sorry if there was confusion, but I wanted Ashley to be less obvious about her hatred of Katie :)

_I dedicate this chapter to **BoxcarGrafitti**, because your review was soooooo good. Haha and I appreciate the kick in the a**. My computer is messed up so I had to back up all my files...well anyway, this is for you :)_

Chapter 3

_Return Policy  
_

-

"Will you get that?" Spencer yelled out from her room.

Jen grumpily made her way to the door, mumbling about slavery. "Hello?" she said without any interest as she picked at the chipped paint on the door, smiling as she managed to scratch more off.

"Hey," a gruff voice answered back.

Jen's smile quickly dropped. "What the hell do you want?" she demanded.

"Is Spencer here?" he asked looking around.

"No." Jen stepped forward, causing the boy to step back.

"Will you please get her? I need to talk to her," the handsome athlete pleaded.

"I think you've said enough," Jen spat out.

"Aiden?" Spencer said in surprise as she entered the living room.

"Spence." His eyes lit up. "Hey."

"Don't call her that!" Jen spat out with contempt. She may be annoying, but no one could ever accuse the dark haired girl of being anything less than completely loyal.

"Jen," Spencer said gently as she put a hand on her friend's shoulder. "It's ok," she assured her.

Jen hesitated for a moment before she nodded to the blonde and walked away. "You're a dick!" she yelled to Aiden from over her shoulder.

The dark haired girl walked to her room, hoping her roommate would stand up to her ex-boyfriend. Hoping the ex would stay preceding the boyfriend part.

Once her best friend was out of the room, Spencer turned to Aiden. "What do you want?" she sighed tiredly.

"I want you back, Spencer." Aiden grabbed her hand, pleased when she didn't pull away. He took it as a good sign.

The blonde gave a bitter laugh. "I didn't seem to be enough for you before. What, did your whore pick up other customers? Or did she just raise her prices too high?"

The boy flinched and dropped Spencer's hand. "I was stupid, I realize that…but I know we can make this work." He gave her his best smile, knowing it was a weakness of the small girl.

"Ashley wasn't enough. What makes you think that I will be?" She crossed her arms challengingly.

He looked at her in surprise. "How do you know about her?"

"We met the night I found out that you cheated. Her story hit pretty close to home. So again, what makes you think I can give you what you want?" Her tone dared the boy to prove her wrong.

"Spence," he said gently, noticing how his ex flinched at the nickname, but he still took a step towards her. "It was never an issue about her being what I wanted." She raised her eyebrows in question. "It was about me not being what she wanted."

The young girl took a step back and gave him an incredulous look. "What are you saying? Are you trying to justify you cheating?"

He threw his hands up defensively. "No, of course not," he assure her.

"Look Aiden, I'm not going to get back with you, hoping that this time you'll be satisfied with me. I'm sorry," she said softly and gently pushed him towards the door.

"Spence wait!" The jock said suddenly. Spencer raised her eyebrow, signaling the boy had her attention. "It's about Ashley. She…" he searched for the words that would have the greatest effect. "She's not who you think she is."

She gave him a hard stare. "Well I guess that makes two people then." She shut the door in his face, much like she had done with the boy's last visit. She then waked to the couch and sat down, massaging her temples.

"You ok?" Concern filled Jen's tone as she sat down next to her friend.

Spence gave a wordless shrug. She honestly didn't know how to feel. Relieved? Angry? Hurt? All of the above?

"What do you want me to do?" Jen asked suddenly, as if Spencer had told her something in her silent shrug.

Spencer eyed her friend with confusion. "What do you mean?"

"Well I've got easy access to some pepper spray and I know where dickhead lives so…" Jen let her voice drop off, feeling smug at the smile that made its way across her downtrodden friend's face.

The blonde gave a hearty laugh and hugged her friend. "You know I love you Jen…"

"But there is some one else?" Jen said sadly.

Spencer rolled her eyes in amusement. "Yeah, and his name is Jose."

"Jose huh? When can I meet him?"

Spencer headed to the kitchen and came back with a bottle in her hand. "Jen, may I introduce my good friend Jose Cuervo. Jose, this is my best friend, Jennifer Beckett."

Jen gave a formal bow. "It is a great honor, Jose. I've heard many great things about you." She gave a suggestive wink, causing her roommate to laugh.

Spencer's phone vibrated, drawing both of the girl's attention to the object. "Is it from Aiden?" Jen asked darkly.

Spencer shook her head. "It's from Ashley. She asked what we are doing."

"We should hang out with her. It's been like a week since we last talked to her."

The blonde found herself blushing. She _had _talked to Ashley since then. Everyday in fact, but she wasn't going to reveal that to the older girl. Honestly, Spencer wasn't too sure why she wasn't telling Jen how often she and Ashley talked. It wasn't like Jen would be mad or anything.

"Yeah we should," Spencer answered a moment later, distracted by her thoughts. Her phone buzzed in with another message. "She said to meet her at _Jeff and Billy's_ in twenty.

"Well I have to get ready. I have to make myself hot for-"

"For all the hot guys," Spencer filled in for her friend. She knew Jen too well.

Jen put a hand over her heart and gave a fake gasp. "I was going to say you, Carlin."

"Of course you were. My mistake." She rolled her eyes and went to put the alcohol back in the cabinet.

"Hey wait," Jen called out. "Where are you taking Jose? You never know when you might need liquid courage."

Spencer gave her a doubtful look. "You do remember that _Jeff and Billy's_ is a bar….don't you?"

"Which means we will have extra alcohol. For free!!" Jen looked at Spencer as if to say '_Duh_.'

"Whatever, just get ready!" She shoved Jen towards the older girl's bedroom.

Jen gave a mock salute and ran into her bedroom. Spencer looked down at her own clothes, wondering if she should change. It was just a bar, after-all. And it was just Ashley. But as Spencer thought of the time she had spent talking with the fun brunette, she knew she would never be _just_ Ashley.

"You planning on apparating from that spot, or are you frozen in shock over my hot body?" Jen teased as she saw her friend standing unmoving in the same spot as the blonde had been moments before.

"No to both. Harry Potter," the blonde added as an afterthought, a smile flittering across her face. "And you don't look _that_ hot."

"Well no one compares to you Carlin." Jen gave a flirty wink, which caused the taller girl to swat her in amusement. "Alright, let's go meet Ashley!"

_On the way. See you in a few._ Spencer texted Ashley as they left.

_Better hurry before all the alcohol is gone._ The brunette teased, and Spencer could picture the older girl's smile, which caused one to appear on her face as well.

She looked out the window of Jen's car and gave a happy sigh. Tonight was going to be good!


	4. Smoking, Sexy, and Hot?

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _I know, I am sorry last chapter was so short, but that's why I bring the other part of the night. I think you'll like it ;)_

_I dedicate this chapter to **free21** because you were the first person to review this story and got this cool trend of reviewing started!_

_-_

Chapter 4

_Smoking, Sexy, and Hot?  
_

-

The two arrived at the bar, much to Spencer's excitement. Jen had made repeated comments about the likelihood of the blonde to pee her pants from her anxiousness. Spencer was so focused on getting to the bar, that she didn't even comment back, much to Jen's surprise.

"What's got you so excited?" Jen eyed her friend skeptically. She'd never seen Spencer this excited since…well ever.

Spencer forced her leg to stop shaking. "What do you mean?" she asked as nonchalantly as she could.

"It's just Ashley."

"I _know_ that." And she did. She was just…just excited about hanging with Ashley. Ashley was really cool and funny, that's all.

"Whatever, I'm going to take a piss. I'll be back," Jen said abruptly, not even flushing at her bluntness. She took a big gulp of her beer and then headed towards the restrooms.

"It's the one with the person in a skirt!" Spencer shouted with a triumphant smile. Her smile widened when she saw the raised middle finger Jen shot her.

"This seat taken?" A voice snapped Spencer's attention to her right side. The blonde's smile returned as she saw Ashley.

"Eh," Spencer shrugged, "it's all good. The balding, thirty two year old man who lives with his mom will just have to suffer."

"Well I really don't want to interrupt this good thing you and him have going," Ashley said seriously, but soon they both burst out laughing.

Spencer and Ashley held eyes for a moment, and before she could do a repeat performance of last time, she found herself being embraced by Ashley. Another smile formed, and the younger girl wondered if she would ever remember what it felt like not to smile.

Ashley let her eyes roam over the blonde in an overly dramatic manner. "You smell nice _and_ you dressed up? I am impressed."

The taller girl laughed and found herself glancing down at her outfit before she mentally berated herself. "Only the best for you." She teased, throwing the curly haired brunette her own wink.

Spencer wondered if she should also say that Ashley looked and smelled incredible too. She didn't compliment people's scent very often, and she found it quite odd to even think about telling Ashley her thoughts. But she did think Ashley looked very pretty.

The older girl was in a pair of dark skinny jeans, a style Spencer never thought herself capable of pulling off. Her top was a simple turquoise v-neck spaghetti strap, but it made her eyes seem fuller and more vibrant…speaking purely from an objective point of view, of course.

Ashley eyed the glass next to Spencer and raised her eyebrows. "Starting without me?"

Spencer followed her eyes and laughed as she spotted the glass. "Oh, no."

"You know Spencer can't handle a real man's drink," Jen's voice floated in as she returned from her bathroom visit. She walked over and hugged the girl.

Ashley looked over at Jen in surprise. "What are you doing here?" She was thankful she made it sound polite. She wasn't trying to be accusatory.

Jen traded a confused look with Spencer. "Um just coming back from the bathroom." Jen turned her questioning glance on the brunette. "What…what are you doing here?" she asked slowly.

"Oh!" Realization hit Ashley, and she felt incredibly stupid. "You and Spencer came together!"

"Should we have taken separate cars?" Jen asked, again in the same confused, slow tone, making Ashley feel even more dumb for her mistake.

"No, that's not it. I just didn't know you were coming. Spencer never mentioned it." Ashley avoided the blonde's gaze. It's not like she was mad about Jen being here, she just expected it to be her and Spencer.

Now it was Spencer's turn to be embarrassed. "Well I just…you see your text…you said 'you' and I…well I thought you meant me and Jen." She fiddled with the coaster underneath her drink.

The two were silent for a moment, each more than a little embarrassed over the miscommunication.

"Well this is awkward," Jen broke the silence. She wasn't mad at not being included. In fact, she found that whole event to be hilarious, especially considering how the blonde and brunette were now acting. "I can leave and let you two be alone."

Jen reveled in the look that crossed their faces. "No!" They both shouted suddenly, looking down again at their outburst.

"I never meant to exclude you." Ashley said quietly, guilt making a normal tone of voice impossible.

"Yeah yeah," Jen waved off the girl's words. "I know you just wanted it to be you and Spence."

Spencer shot her roommate daggers and took a deep swig of her drink, clearly not appreciating the innuendo. "I don't blame you." She turned to Ashley. "I try to avoid bringing Jen out in public too."

Ashley laughed, very glad for the distraction from the awkwardness her and Spencer had managed to create. She really didn't mean to not invite the dark haired girl. Honestly, she just didn't think about Jen when she texted Spencer. It wasn't really her fault.

Ok, it really was, but it wasn't deliberate by any means.

The curly haired girl's guilt disappeared as she saw the smile Spencer offered her, that simple action somehow making her feel much better about the whole situation.

"So Aiden came to see me," Spencer found herself saying, shocking even herself with her honesty.

Jen eyed Spencer in surprise. Spencer never was the one to bring up something. Usually Jen had to beat it out of her.

Ashley's eyes darkened for a brief moment as she thought of the boy. "No wonder I felt the urge to kick his ass earlier." Jen laughed. "What did he want?"

"To say he was sorry and that he wanted me back. Typical bull shit that Aiden is capable of saying." Ashley nodded in understanding. "He mentioned you." Spencer watched Ashley carefully.

Ashley's eyes snapped to the blonde's. "What about me?"

Spencer found herself shrugging for some reason. "Just that you weren't who I thought you were."

Ashley gave a derisive laugh. "That's rich, considering it came from him."

Spencer nodded and nudged her. "That's what I said. I don't even know why he said that. As if that would make it more appealing to get back with him."

Jen was very blunt and never had trouble saying what she was thinking or feeling. But this time, she'd keep it to herself that she was pissed and hurt.

Pissed because Aiden was such an ass and never ever deserved to spend any time with her best friend. Pissed that the dumb ass of a boy thought Spencer owed him anything. Pissed that he thought sorry would be anything other than an empty word.

And she was hurt because she and Spencer were best friends, and the blonde volunteered no information about the confrontation between her and her ex. Yet here she was, spilling it all to Ashley as if the older girl had been part of their group. As if their duo had somehow been a trio.

She felt a little guilty about getting upset. She had nothing against Ashley, nothing at all. And Jen may be a lot of things, but jealous was never one of them. So she sipped her beer, maybe faster than she normally would, and she plastered on a fake smile, laughing at the appropriate moments like her friend's expected her too. Hoping that each swallow would push the hurt further and further away until she could no longer grasp it.

"JEN!" Spencer shouted loudly, effectively capturing Jen's attention. She had a feeling it wasn't the first time the blonde had said her name.

"Yeah?"

"I asked if you wanted to come with us," Spencer said in agitation.

Jen gauged the blonde's face as she weighed the pros in cons, as if Spencer's face would somehow reveal if the blonde truly wanted Jen's company or if she were merely being polite.

As soon as that thought filtered through her mind, Jen felt sick. Spencer wasn't like that at all. Jen shouldn't even think things like that about her best friend. "Yeah, sounds great," she said lamely.

Spencer eyed her friend, blue eyes filled with concern. Something was bothering her friend. You weren't best friends with some one for ten years without knowing how to read their facial expressions. "Or we could stay here?" Spencer offered her friend.

Jen turned her attention to Ashley, now trying to see into the brunette's mind. Ashley's eyes, however, were fixed on Spencer. "No it's ok, we can go," Jen assured her friend, even throwing in a forced smile.

Spencer continued to eye her friend a moment before nodding. She turned down Ashley's offer to ride in one car. She knew something was bothering her friend, and she was going to figure it out.

"So you want to tell me what's bothering you?"

Jen continued staring ahead. "No, I think I'd rather tell some one we barely know." She immediately regretted her harsh words. Sort of.

"What does that mean?" Spencer hated when Jen got like this. Her stubbornness was so annoying.

Jen gave a heavy sigh. "Nothing."

"It's obviously not nothing." Spencer leveled Jen with a look full of disbelief.

"I just don't want to talk about it," she said flatly.

"Jen." Spencer turned concerned blue eyes on her roommate. It didn't soften her though. If anything it made her angrier.

The older girl whipped around. "Why are you allowed to hold stuff in but not me? Why do I have to respect your wishes but you can't do the same for me?"

"Jen what are you talking about!?" Spencer was really confused now.

"Why did you tell Ashley was you and Aiden talked about? Why couldn't you tell me, but you could tell her?" Jen hated that she started to tear up. She hated that the blonde turned sad eyes on her, confusion and regret evident in her blue eyes. Spencer really didn't know what she did.

Spencer put a hand on Jen's shoulder. "Jen, I never meant to hurt your feelings," she said softly.

"So why didn't you tell me?" Her tone matched the blonde's.

She looked down for a moment. "I…I don't know," she shrugged helplessly. "I just needed time to process it. And then with Ashley…" Jen turned towards the blonde. "I just…it was just easy to tell her because she's been there, you know?" Spencer's eyes were begging Jen to understand.

"It just hurts that you couldn't tell your best friend, but you had no problem telling a stranger."

Spencer had to laugh. "Ashley's hardly a stranger, Jen."

"But she's not a best friend either," Jen breathed out quietly. Spencer's smile quickly faded.

"Jen, don't take it personally. Ashley knew what I had been through." She nudged the older girl to get her attention. "That's all, ok?" She made sure Jen met her eyes.

Jen couldn't help but smile at her best friend. "Ok," she echoed. She grabbed Spencer's hand and squeezed it, letting the taller girl know she was forgiven.

A knock on the window snapped them into awareness. "You two going to sit in there all night?" Ashley teased with an easy smile.

"Spencer was trying to put the moves on me. She doesn't understand that no means no." She gave her roommate a bright smile.

Spencer smiled right back but didn't retort. She was just glad Jen was feeling better. "That's right," she agreed. "Jen is just sooo hot!"

Ashley let her eyes sweep over Jen. She laughed when the dark haired girl purposefully stuck her chest out. "Very nice."

"Thanks. I grew them myself," Jen answered proudly. _Yep_, Spencer thought, _Jen was definitely back to normal_.

"Well I approve." The curly haired girl gave a big wink.

"Anyway," Spencer tried to shift the conversation, "what are we doing…" she looked at the bowling alley they were at, "well here?" Jen opened her mouth. "And don't say to bowl!" she warned. Jen held up her hands innocently and shared a smirk with Ashley.

"I was hoping to impress you with my awesome bowling skills," Ashley shrugged.

"Spencer snorted. "Well this is the way to do it." She purposely eyed the ugly bowling shoes on Ashley's feet. "Now let's bowl!" She thrust her arm in the air.

Jen eyed her friend and rolled her eyes. "Remind me why I agreed to this."

"Because I'm smoking hot?" Ashley threw in.

"That's it!" Jen agreed with a smile, grabbing Ashley's hand and tugging the brunette towards their alley.

Spencer felt a strange sensation coarse through her. Wasn't Jen upset about the whole Ashley thing? So why was she being all buddy-buddy with the girl now?

She shook her head. She wouldn't worry about that now. She should just be glad that things were good.

Spencer looked at the screen and shook her head in false disappointment. "Really guys? Smoking, sexy, and hot?"

Ashley and Jen laughed and shared a high five. "You're hot by the way, Spencer." Ashley nudged the blonde.

Spencer found herself blushing for some strange reason and had the urge to say thanks. She was glad she didn't voice that particular thought. As if she needed anymore things to embarrass her around Ashley.

"Which one are you?" she asked Ashley with interest.

Ashley gave her a look. "Which one do you think?" Her voice was full of challenge.

Spencer debated for a moment but gave up and shrugged. "I can't decide."

"They both fit that well, huh?" Ashley teased suggestively, and then she swiftly turned and went to find a ball.

The blonde was rooted to her spot, her cheeks aflame and a tentative, unsure smile fixed on her face. Was…was Ashley flirting with her?

No. NO! Ashley was just being friendly, that was all.

Now that that was under control, Spencer just needed to get rid of her blush. And that damn smile!

Ashley caught Spencer's pensive look and threw the blonde a toothy grin. Spencer's grin widened in response.

Yeah, her smile definitely wasn't going away anytime soon.


	5. You Don't Know What You're Talking About

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _My computer is fixed!!! But sadly I don't have Microsoft Word on it yet, and I refuse to use Notepad. Anyway, I do have a few more chapters written, so my lack of Word is not that important right now.  
_

_I dedicate this chapter to **exist2believe**. Your review was very awesome. I smiled the whole time reading it. Thanks so much for your kind words :)  
_

_-_

Chapter 5

_You Don't Know What You're Talking About  
_

-

﻿﻿That night of bowling led to the formation a trio. They were practically inseparable, and Spencer began to find it hard to recall a time when the beautiful brunette hadn't been friends with her and Jen.

The only time they weren't together was when Spencer had class, and during those times she could be found exchanging text messages with the shorter girl, Spencer finding Ashley much more appealing then any of her classes. Then she'd come home to find Ashley and Jen watching TV. The blonde found it a welcome site to open the door to.

Yep, things were great. It even seemed like Jen had gotten over the whole Aiden deal, and it wasn't mentioned again. Spencer was in high spirits, further lifted by the text from Ashley asking her to come over. The student eagerly agreed and found that class passed much slower when she was looking forward to it being over.

The teacher barely finished his concluding remark before Spencer practically sprinted out the door. Several students traded impressed looks over the blonde's speed. Others laughed over the weirdo girl. The rest shared a laugh with their fellow frat members as one of them wolf whistled at "the ass on that hot girl!"

Spencer was unaware but could have cared less anyway. Her phone rang and her face broke into a grin. "Hey you."

"_What's up Spence?_" Ashley's low voice asked in amusement.

The blonde smiled to herself. Ashley had recently started calling her that, and it always brought a smile to her face.

She adjusted the phone so she could get her keys. "Just getting out of class. About to head to my place before I go to yours."

"_Ok, well I'll text you the directions and I guess I'll see you in about an hour?_"

"Sounds about right," Spencer smiled. "Bye Ash."

"_Later Spence_." Spencer could hear the smile in Ashley's voice

They disconnected, both with ridiculously goofy matching smiles. Spencer arrived at her apartment and said hey to Jen.

"You want to go to Ashley's?" Spencer asked as she dove onto the couch.

Jen laughed at her goofy roommate. "She invited us over?"

"No, I just figured we'd show up randomly there and surprise her." She rolled her eyes. "Duh, Jen."

"Fuck off Spence. I mean she invited us over?" Jen gestured between them.

Spencer looked down at her shoes. "Well she asked me, but I doubt she'd hate it if you went. As long as you don't break her phone again," she snickered.

Jen pushed her. "That was one time, ass, and an accident. Not my fault she put her phone in my chair." She crossed her arms.

She conveniently left out that she was drunk, had spilled beer on Ashley's phone, and when she went to clean it up, she dropped it in her chair and forgot about it. Then she proceeded to sit on it and crush it. All in all it was a hilarious experience. Although maybe not for Ashley, considering she lost a phone, but the brunette laughed along with them.

Spencer mumbled something that sounded like 'drunk ass.' "Anyway, you coming with me?"

Her friend stretched and changed the channel. "Nope. I have a date with Torres." Jen saw the blank look on Spencer's face. "Fernando Torres? Forward for Liverpool?" The look continued. "He kick soccer ball in goal."

Comprehension dawned on the taller girl's face. She jumped excitedly and clapped. "Spencer understand. Spencer understand!"

"You do that pretty well, Carlin." Jen dodged the slap that came her way and pushed Spencer into her room to get ready.

"You sure you don't want to come?" Spencer tried for like the tenth time.

Jen gave her an irritated look. "No. You're a big girl, you can go alone." She didn't understand why Spencer was being so weird. "It's just Ashley. You don't need me to chaperone."

She saw Spencer's eyes drop guiltily and knew she was on to something. "Are you afraid to be alone with Ashley?"

Spencer shifted. "No," she responded unconvincingly.

"Spence." Jen gave her a look. "You guys are like best friends. The three of us hang together all the time."

"Yeah, the three of us," Spencer emphasized. At the doubtful look Jen gave her she said, "It's just going to be weird with out you." Jen continued to stare. "Stop looking at me like that."

Jen rolled her eyes. "Whatever. Just go over there and stop being a baby about it."

Spencer stopped at the door. "Hope nothing happens to me on the way over. You know, since I'll be all alone," she tried again.

"Go!" Jen yelled and she pushed the blonde out the door. "God, what a weirdo!" She rolled her eyes over her friend's strangeness and turned on the Liverpool game.

---

Ten minutes.

Spencer had been at Ashley's house for ten minutes, just sitting in her car, working up the nerve to go to the door. She didn't know why she was so nervous.

"It's just Ashley," she echoed Jen's words. In fact, those three words had become her mantra.

"Oh grow up Carlin!" she scolded herself, and in an act of bravery, she unbuckled her seatbelt and made her way to the door, where she gave three sharp knocks and focused on controlling her breathing.

She heard footsteps approaching and she quickly wiped her hands on her jeans, checked her breath, took a quick sniff of herself and did her best to appear nonchalant (and to ignore the voice in her head that told her she was being ridiculous). That voice sounded strangely like Jen's.

Ashley finally opened the door and Spencer smiled as the she was pulled in for a hug. She noticed that the curly haired girl always smelled nice. Not that she thought Ashley would stink, just…she just smelled nice, ok?

And she looked nice too. She was in dark jeans with a simple black baby tee, but the older girl made the casual outfit look so much better.

It was about that time that Spencer realized she was grinning like an idiot (still) and had yet to say a single thing to the girl at the door. "Hey!" She immediately cringed at her overzealous greeting.

Ashley found herself smiling at Spencer's shyness, and not to mention the blonde's outburst. It was just as funny now as it had been the first time. "I was wondering when you'd get here. I was going to call and see if you were ok, but then I saw you sitting outside my house in your car."

Spencer saw Ashley bite back a smile and she quickly looked down as a blush flamed her cheeks. So much for not embarrassing herself. "How long ago did you see me out there?" Spencer asked. Maybe it had only been a few minutes.

"Uh…" Ashley considered thoughtfully, "probably about ten minutes?" Spencer was mortified. She didn't know how to even begin to explain this one.

Ashley could see how red Spencer was and decided to take pity on her. "Come on in, I'll show you around." Spencer sent Ashley a grateful look, causing the brunette to smile in response.

"Jen was lame and stayed home," Spencer said as she took in the simple but pretty interior.

Ashley looked at Spencer strangely. "Was she planning on coming?"

"No, I just invited her with me." Ashley had an unidentifiable look that made Spencer want to shift uncomfortably. She quickly wanted to change subjects.

She followed Ashley on a tour of the apartment. "It's a pretty place," Spencer noted as she looked around the quaint place.

Ashley's pleased expression was evident to the blonde. "Thanks," she smiled widely.

Spencer found herself blushing and gave her attention to anything that wasn't Ashley. "So what movie are we going to watch?"

Ashley shrugged. "I'm not picky, you decide." She opened a closet and gestured to huge collection of DVDs.

Spencer noticed it was vastly bigger than any collection she had seen, probably even more than _Blockbuster_. "Wow," she breathed out. She heard Ashley's low chuckle and felt her face warm up, but thankfully no blush appeared.

"This is what having a barely there father gets you," Ashley casually said, but Spencer's eyes snapped to her curiously. She realized how little she actually knew about her friend. And now she wasn't sure how she was supposed to respond to that information, so she settled into a quiet silence with the other girl.

---

They decided on _Definitely Maybe_, claiming that they wouldn't feel obligated to not talk during it since they had both seen it before.

"Ryan Reynolds is so fine!" Spencer sighed dreamily.

"Eh, he's ok." Ashley shrugged neutrally.

"Ok? He's ok!?" Spencer echoed incredulously.

The older girl laughed at how passionate Spencer was getting. "There are hotter people in this movie," she reasoned.

Spencer studied her closely, as if waiting on the brunette to reveal a deep secret. "Who, Isla Fisher?" she teased.

"Are you trying to tell me something Spence?" The blonde bit her lip and quickly shook her head, letting her negative response be well known. "Anyway, I was going to say Abigail Breslin."

Spencer threw her head back and laughed. "Ok pedophile, keep dreaming. And maybe in ten years you might get lucky. Now would you put in the movie already?" She did her best to give Ashley a strict look. It quickly turned into a smile.

"Yes ma'am!" Ashley saluted and got up to put in the movie, causing the younger girl to smile, and absently notice that Ashley's jeans fit very well.

A frowned quickly crossed her face at that thought. This was why she needed Jen there. She'd be too busy rolling her eye's at her roommate's smart ass remarks to notice things like that. And for that matter, why would she be concerned with how Ashley's jeans fit?

She shouldn't. She wasn't!

The movie went on despite Spencer's strange thoughts, and the brunette turned to find Spencer staring at her intently. She felt flattered and self conscious at the same time.

"Tell me about your family," Spencer said suddenly.

"What?" Ashley asked with a laugh at her strange friend.

"What's your family like? I was thinking about it earlier and realized I don't know anything about your family. I don't even know your last name. Wow." Spencer leaned back as it hit her.

Ashley shrugged. It really wasn't that important or interesting, but she found it sweet that Spencer wanted to know. "Well," she began, "Mom's a total money hungry bitch who lives about thirty minutes away and only claims me when it means she gets more money. My dad is the lead singer of Purple Venom, so he is constantly in some random city, and funny enough, I see him more often than my mother, which is fine by me. And that's it." She shrugged again. "Oh, and Davies."

"Davies?"

"Mmmhmm," Ashley nodded. "My last name is Davies."

"Ashley Davies." Spencer tried out the name. It fit the brunette well. "Ashley Davies," she repeated slowly, still getting used to it.

Ashley found herself smiling. She didn't mind it at all. Spencer could take all the time she wanted. "So what about you?" She faced the younger girl and gave her her full attention.

"Me?" Spencer asked, feeling dumb as she remembered there was no one else. "Oh yeah, of course me." Ashley laughed. "My mom's a cardiologist who is just a plain bitch." Ashley smiled. "Dad's a drug and alcohol counselor. I also have an older brother named Glen who does absolutely nothing productive and still manages to live at home."

Spencer was funny. Ashley liked it. A lot. "And your last name?"

"It's Carlin."

"Carlin, huh? Spencer Carlin." Ashley smiled. It was a cute name, one that was fitting for the shy blonde. "Well, Spencer Carlin, would you like a drink?"

Spencer smiled at hearing Ashley use her full name. "Why yes, yes I would. Ashley Davies," she added. They both started laughing at how lame they were, but Ashley noted that it was just another thing they had in common.

The list was already long, and Ashley was confident that more would get added. She gave Spencer a smile, simply because she wanted to, and headed to the kitchen to get their drinks.

She didn't need to turn around to know that the younger girl was sending her a smile in return.

---

"So how was your date with Ashley?" Jen asked as Spencer cam in the door.

"Shit Jen!" Spencer clutched her heart. "Why are you sitting in the dark?" Jen's earlier comment registered. "And it wasn't a date!"

Jen blew her response off. "Why are you home so late?"

The younger girl rolled her eyes as she saw the clock. "It's hardly late." She tried to brush by Jen but her roommate grabbed her hand.

"So did you have fun?" Her green eyes searched Spencer's blue eyes.

Spencer looked down in embarrassment. "Yeah, it was fun," she answered as casually as she could.

"What did you do?"

Certain that she could face Jen without being embarrassed, Spencer turned to her friend. "Just talked and watched a movie."

"What movie?" Jen asked, still in the high pitched inquisitory voice.

Her roommate leveled her with a weird look. "Why are you being so detective-y?"

"Why are you being so vague?" Jen smirked.

"Ugh whatever." Spencer threw her hands up. "You are so weird."

"At least I can hang out alone with Ashley," Jen retorted.

Spencer's faced turned red. "Shut up."

It didn't phase the dark haired girl one bit. "And at least I don't talk to myself in the mirror to practice for when I talk to Ashley." She watched joyfully as Spencer's embarrassed look progressed to total mortification.

"Shut up, I just didn't want to sound stupid," she protested weakly.

"Seriously Spence, what's been up with you?" Jen's voice was surprisingly serious.

Spencer looked at her. "What do you mean?" she asked curiously. Her focus waned as a text from Ashley came through.

_Thanks for hanging with me tonight Spencer Carlin_.

She smiled at the brunette's words.

"That!!" Jen pointed at her accusingly. "It's from Ashley, isn't it?"

"So?" The taller girl was starting to get defensive.

"So," Jen echoed, "what's your deal? You act like you've never had a friend before. You were never like this around me."

Jen looked at her curiously, making Spencer feel very exposed. "What?" she asked hesitantly. She never liked when Jen gave her these analytical looks.

Jen just kept staring, not willing to let her thoughts linger on that possibility. She shook her head. "Nothing. You should text Ashley back," she said softly.

The blonde watched her roommate walk away, wondering what had just happened. She pulled out her phone and read the message again.

Jen didn't know what she was talking about!

_My pleasure. We have to do it again, Ashley Davies._

Spencer smiled as she sent the message. She caught her reflection in the mirror as she walked by and quickly got rid of the goofy smile. Worry coursed through her as she made her way back to her room.

Maybe Jen did know what she was talking about!


	6. I Won't Bite

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _50 reviews!! Aww, you all are so amazing :) I so appreciate all the feedback, it's inspirational to me!  
_

_I dedicate this chapter to **2bz2breading**. Your comment about Assden had me laughing so hard haha! Thanks for you awesome words, and I'm very glad you stuck with it too. Don't worry, I promise a Spashley ending; I'm a sucker for romance. That's not to say it's going to be a smooth road, but that's part of the ride :)  
_

_-_

Chapter 6

_I Won't Bite  
_

-

﻿﻿

Jen smiled as the door opened and revealed Ashley. The curly haired girl was dressed in jeans and a cute top, but Jen could admit Ashley looked hot. So she told her.

"Looking good Davies." Jen eyed Ashley and gave a wolf call.

Spencer hit Jen and looked away in embarrassment. Her roommate held up her middle finger and stuck out her tongue.

Ashley gave Jen a hug. "I thought you'd appreciate it." She gave the other dark haired girl a flirty wink.

"Always," Jen called over her shoulder as she made herself at home in the kitchen, leaving Spencer and Ashley alone. The blonde rolled her eyes at Jen's intrusive behavior.

"So how long did you sit in your car this time?" Ashley teased.

Spencer bit her lip as she blushed. "I didn't. As soon as I put the car in park, Jen was out the door and halfway to your door." She was only half joking.

Ashley took a half step towards the younger girl, smiling inwardly when Spencer's eyes widened slightly. "Well she was probably excited to see me." _Were you?_ she wanted to ask but didn't.

"Or she really had to pee," Spencer supplied thoughtfully, smiling as Ashley shook her head in amusement.

She absently wondered if Ashley was going to hug her. They hugged every other time, so why hadn't the older girl hugged her yet?

Ashley could practically hear the wheels turning in Spencer's head and had to hold back a smile. Although she really wanted to give Spencer a hug, she knew it would be worth it.

Spencer stood for a moment, giving Ashley an opportunity to hug her. She realized, with disappointment she didn't quite understand, that it wasn't going to happen. "Well I guess we should stop Jen from raiding your kitchen."

She wanted to slap herself. Could she sound anymore lame and awkward? Probably. After all, the night was still young.

Ashley gave a low laugh. "Yeah, sounds good. I'm rather fond of my _Easy Mac_." She grabbed the younger girl's hand and pulled her into the kitchen.

"Ut took ooo so long?" Jen forced out through a mouth full of God only knew what. Her eyes met Spencer's questioningly as she spotted the blonde's small grin.

Even though Jen couldn't see their hands, Spencer quickly dropped Ashley's hand. "We were talking and didn't feel like being subjected to that gross thing that you term eating." Spencer gestured to the mess Jen had created.

"I was hungry," Jen whined, giving the blonde a sad face.

Ashley eyed the numerous boxes that were out. "As we can see. Guess it's pizza tonight?"

"Cheese!" Jen yelled happily, and Spencer enthusiastically nodded her agreement.

Ashley laughed at the pair. "Ok, cheese it is." She dialed the pizza place and put in the order, holding back a laugh as Jen eagerly leaned forward in her chair to make sure Ashley got the order right.

"They can't deliver it here so we have to meet them at a local gas station," Ashley explained. She was wondering if there was any way she could isolate Spencer from Jen. God she was so lame! It was like she was in middle school again.

Jen stood. "I'll drive, but I'll need some money." She looked at Ashley expectantly and held out her hand.

"Fine," Ashley sighed dramatically as she handed Jen a twenty and a ten.

"Want some company?" Spencer offered.

Jen found herself searching Ashley's face before she answered. Sure enough, there was a slightly exasperated look. This was definitely interesting. "Uh no, that's ok. You and Ashley stay here."

Jen wondered if it was just her imagination that Spencer's eyes widened at the mention of her and Ashley being alone. "You sure?" she tried again.

Her roommate rolled her eyes. "Yes mom, I'll be fine." She grabbed her keys and nodded towards the smiling Ashley, ignoring the pleading look Spencer was sending her way.

Ashley turned to Spencer, making the blonde feel nervous and very much aware that they were alone. "You think she'll bring back change?"

Spencer felt the tension leave her body as she laughed. "Doubt it. But expect her to have some weird elaborate story about why she doesn't have it."

Ashley smiled and sat down on the couch to watch TV. Spencer remained standing, eyeing the couch as if it were going to attack her. She was debating whether to sit next to Ashley or not.

"You know, you can sit down. I won't bite, and neither will the couch," Ashley called from the couch.

She sensed the student's hesitation and couldn't decide whether to smile or roll her eyes. "Or you can continue awkwardly standing and have a conversation with my back."

Spencer gave a big sigh. Ashley was right, she was being stupid. "Ok," she said softly as she walked over and joined the older girl on the couch. She wondered if Ashley could hear how loud her heart was beating.

They sat in silence, both lost in thought. Ashley was wondering how best to ease Spencer's obvious hesitation. She wasn't sure if Spencer's nervousness was good or bad. _One way to find out_, she thought.

"Did I do something to you?"

Spencer's head turned to face Ashley curiously. "Huh? Why do you say that?"

Ashley shrugged. "Well it's just that we talk every day, and you have a lot of fun when the three of us hang out, but…" She cut herself off.

She'd much rather not be having this awkward conversation. It really was like she was thirteen and self-conscious again, instead of twenty one and confident. Spencer made her feel that way, as if all her game was out the window.

"But?" Spencer prodded. She'd never seen Ashley this unsure before.

Ashley took in a big breath. "But whenever I ask you to do something, you always invite Jen along. Not that I don't love hanging with Jen," she rushed to assure her friend, "but sometimes I just want to hang with you." She wondered if she could have possibly uttered that last part any faster and sounded anymore nervous.

Spencer got the message though, as made obvious by the blush and the bit lip she was sporting. "So I didn't know if I…well I just don't know if I did something, you know, to make you not like me." It was official; Ashley was lame in all senses of the word.

The blonde lifted her face to lock gazes with Ashley. "No," she said softly, "you didn't." She bit her lip again. "I like hanging with you."

A smile made its way onto the older girl's face at this admission. Even though she suspected as much, it was nice hearing it from Spencer.

"I just…" Spencer paused to consider how best to explain herself. "I don't want Jen to feel left out." She shrugged.

There, that was plausible, right? She never promised to be completely truthful.

"Spence," Ashley laughed softly, "I hang out with Jen plenty when you are in class. She doesn't feel left out. How could she, you invite her to everything." She did her best to keep her tone light.

Spencer caught a little bitterness in Ashley's words and was unsure as to the reason. "I'm sorry?" she offered with an uneasy smile.

Ashley felt a little guilty. She hadn't wanted to guilt Spencer, she just wanted an explanation. She put a comforting hand on Spencer's shoulder. "I'm not mad," she explained with a smile, "just curious. I never wanted to make you uncomfortable."

_Liar_, she told herself. She knew she made Spencer nervous, and she loved it.

Again the blonde bit her lip, and Ashley found the habit adorable. "Is that…is that why you didn't hug me?" she asked cautiously.

Ashley had a big inward smile. So Spencer did notice! She resisted the urge to rub her hands together in happiness. "I'm not the only one who is capable of giving hugs," she teased. "But yes, that was why."

Her head ducked at Ashley's words. "I know. You just make me nervous," she confessed softly, her eyes meeting Ashley's brown ones before they quickly went back to the floor in embarrassment.

The older girl shifted closer. "I do?" Spencer nodded but kept her gaze down. "Why?" Again Spencer was silent, offering only a shrug in response.

Ashley took Spencer's hand and gently squeezed. "Hey, look at me Spence," she softly commanded. Blue eyes finally met her own. "See, I'm not so scary." She smiled.

Spencer gave a quiet laugh that died quickly as she noticed how close they were. She could smell Ashley's body wash, she could see the light reflecting in Ashley's brown eyes, she could feel the heat from the brunette's body.

She quickly shook her head and scooted back a little. She couldn't notice those things. She vaguely remembered Ashley saying something. "Yeah."

Ashley frowned a little. She could feel the blonde retreating. She fought down her disappointment and moved back over to her original spot, feigning attention on the TV.

Spencer stole a glance at Ashley and couldn't help but feel guilty. She had obviously upset Ashley, though how, she wasn't quite sure. In fact, Spencer wasn't quite sure about a lot of things regarding the beautiful brunette these days.

"Hey Ashley?" Spencer's voice cut through the tense silence.

"Hmm?" Ashley murmured, but didn't remove her eyes from the screen. She really didn't feel like fighting the urge to look away from Spencer's eyes.

"I had a lot of fun watching the movie with you," she said shyly, shifting so that she could look at the older girl's profile.

"Yeah?" Ashley asked with a small smile as she also turned to face the blonde.

Spencer smiled back. "Yeah," she assured her. They both sat in silence, not caring that the other could easily see the goofy smile on their faces.

Spencer stood up suddenly, catching Ashley's attention as she regarded the blonde thoughtfully. "Ash?"

"Yeah?" She raised her eyebrows questioningly. Her brown eyes widened in confusion as Spencer made her way over to stand in front of her. Her pulse picked up at the younger girl's proximity. This was the boldest Spencer had ever been.

The student leaned down and wrapped her arms securely around the older girl. Both found themselves softly sighing at the sensation, imperceptibly tightening their hold on each other.

Spencer pulled back after a few moments and gave Ashley a breathtaking smile. "Hey," she said shyly.

Ashley's nose crinkled as she smiled in return. _This_ was a proper greeting. "Hey," she replied.

Spencer eventually stepped away from Ashley and sat down, much closer than she had been. Close enough to smell her refreshing scent. Close enough to be touching Ashley.

Spencer was beginning to realize that no matter how far away she was, Ashley managed to touch her in some way.

She was also beginning to realize that maybe, just maybe, she was in way over her head.

And for once, maybe that wasn't so bad.


	7. Nothing is Going On

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Seriously people, my mouth is going to hurt from smiling all the time from the reviews you leave! I hope you realize that you spur me on to write more and update more! Well you do! _

_This chapter heats things up a little bit in the drama, so hopefully you like it. I have a feeling some won't like the next chapter, but alas, it is necessary.  
_

_I dedicate this chapter to _**SouthSP91**_. I'm really glad you like Jen's character. I kind of in a way fashioned her after me, what with the sarcastic comments, but also with the weird cheesiness too. It's very awesome when people like a character I made up, because I was wondering the whole time how people would react to Jen. Anyway, thank you very much for your review :)  
_

_-_

Chapter 7

_Nothing is Going On!_

-

﻿﻿

_When Jen came back, she pretended not to notice the proximity of her two friends. She pretended not to notice the smile that seemed permanently fixed to their faces. She pretended not to notice how shy Spencer got around Ashley._

_She also pretended not to know what happened to Ashley's change. As Spencer had guessed, Jen spent the ride back forming a story about the change._

_"Can I have my change?" Ashley asked as she moved from the couch and confronted Jen._

_"Change?" Jen pretended to be confused. "Oh, your money! Yeah, sorry, I don't have it. See what happened was, I bought the pizza, but then I was like 'Duh, we'll need drinks!' so being the thoughtful person I am," Jen ignored the snort Spencer gave, "I bought us all something to drink." She held up three sodas. "But on my way to my car, this man came over to me, put a gun to my head and told me to give him all my money."_

_Spencer looked at Ashley and mouthed, "I told you so." She then turned back to Jen to hear her finish the elaborate story._

_"Well I didn't want to be shot, so I handed him your change. Then he took off and I got into my car and hurried back so that the pizza didn't get cold," Jen finished, all with a straight face. Spencer never ceased to be impressed._

_"So you got mugged?" Spencer asked. Jen nodded. "But he didn't take your phone or your purse?" she questioned doubtfully._

_Jen shrugged. "Obviously not the brightest burglar."_

_Ashley laughed loudly and took a slice of pizza. "Jen, even if that didn't happen, I'd let you keep the change just for taking the time to think of that ridiculous story."_

_"Thank you Ashley." Jen gave a formal bow and then snatched the piece of pizza Spencer had grabbed._

_---  
_

"Sooo," Jen drawled out with a suggestive eye brow raise, "did you have fun with Ashley?"

Spencer stopped looking out the passenger window and narrowed her eyes at her friend. "Why did you say it like that, with that inflection?"

Jen shrugged innocently. "Did you?"

"Yeah…" she said unsurely. "Did you have fun getting the pizza?"

The dark haired girl disregarded the question. "I saw you two," she said softly.

Spencer felt her face heat up. "What does that mean?"

Jen turned to her friend, looking at her intensely. "You tell me," she challenged.

"I would," the blonde responded, "but there is nothing to tell."

"Spence..."

"No Jen, stop. I don't know what you are trying to imply, but just-" Spencer sighed heavily and ran a hand through her hair. "Just stop, ok?" Her voice was pleading.

"I'm not blind you know," Jen said after a long moment of tense silence. "I know something is going on."

"No," she shook her head, "you don't know. And I wish you'd stop hinting around whatever it is you are trying to say."

Jen knew Spencer was stubborn. In fact, it was probably the first thing she had come to know about the blonde, but this was getting beyond frustrating. Denial was annoying. "Spencer, I'm not implying or hinting around anything. I'm just confused, and from the way you've been acting…it seems I'm not the only one."

"Now what are you trying to say? How am I confused?"

Jen paused. She knew that once she said this, she couldn't go back. "It's just…well, you know, you and Ashley…I just can't help but think that…"

Spencer leaned forward. "Think that?"

Jen sighed. "That something is…maybe going on between you two?" She shrugged.

The blonde's eyes widened and her heart quickened. "What?! You're saying that I…that -that we…like each other?" She could barely get the words out.

Her roommate bit her lip but nodded. "If you do, that's…well it's ok," she said gently.

Spencer didn't know whether to laugh at the absurdity or be angry at the accusation. "Jen that's just-" she debated on a good word. "Crazy! There is no way we like each other. In case you haven't noticed, we're both girls."

"Ok. I get it," she placated the younger girl. "It just kind of seems that way, you know, with how you act around her."

The student scrunched her eyebrows. "And how is that?"

Jen leveled her with a look. Was she really asking that? "Well for starters you are nervous to hang out alone with her. You constantly talk to her, and if you aren't talking to her, you're talking about her. Yeah I know," she cut off Spencer before the girl could protest," you're friends, but Spence…it's just different with her. I'm not dumb."

"Jen," Spencer said with a laugh in her voice, as if she was trying to convince her roommate that she was, in fact, crazy, "it's not like that at all, ok? Ashley and I are just friends. Just like you and me and you and her are."

Jen wasn't convinced. Spencer had way too many counterarguments, meaning the blonde had spent time sorting this out in her head. "If Ashley likes you like she likes me, how come she never invites me over to stuff, only both of us or just you?"

Spencer was momentarily stumped. What could she say to that? "It's because…" Damn this was hard. "She does hang with you! You guys always hang out together alone while I'm at school." She resisted the urge to do a happy dance in triumph.

Jen shook her head. "Nope." Spencer raised a questioning eyebrow. "Spence, be serious. It's obvious she comes over to wait for you."

The taller girl took a step back in surprise. No no no. No way! "That's not true." But her voice wavered slightly and she knew Jen heard it.

"Look Spence, I'm not trying to make you feel uncomfortable, ok?" She put a gentle hand on Spencer's shoulder. "You just got out of a big relationship and you are still hurt. It's nice getting attention from people, no matter who they are. That's what this is…right?"

Spencer stared down at her shoes. She appreciated the out Jen was giving her. But she didn't need one, because there was _nothing_ to hide. "Ashley and I are just friends. Jen it's me, Spencer. Boy crazy Spencer."

"Ok." She squeezed the girl's shoulder. "Ok," she said gently, "I'm convinced, ok?"

Spencer nodded and sighed in relief. "Good."

She just wondered if she was convinced.


	8. I'm Not Wrong

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _So I know a lot of you might not like this chapter so much, but it's very necessary. It's a set up chapter. Call it a filler if you want, but it's a crucial step to set up the next chapter. Don't worry, I promise you'll like the next one ;)_

_I dedicate this chapter to _**Blondie**_ (sorry, it wouldn't let me type your full name for some reason). No need to apologize for the lack of reviews. I'm honored that you take the time to read my story :). And I've very glad that you like this story!  
_

_-_

Chapter 8

_I'm Not Wrong  
_

-

﻿﻿

She didn't want to hear it!

Believe her, it wasn't anything she hadn't been telling herself all along. At the time, it seemed like a great idea, and that was all that mattered. Now, however, she wished she would have listened to that voice in her head saying, "What in the hell are you doing!?"

Yet here she was, wishing she was somewhere -anywhere- else, refusing to wish she was with some one else...unless that some one else was Jen.

"I'm so glad you called me," the athlete said with a pleased smile as he reached across the table and grabbed her hand.

"Well I didn't like the way we left things." It wasn't complete bull shit.

"Me either," he agreed. "I know I can never take back what I did, but it means a lot that you are still talking to me."

At the light squeeze he gave, Spencer pulled her hand back. "Why'd you do it?"

"Spence," he pleaded, feeling guilty as the blonde flinched at the nickname. "I was an idiot. I felt like you didn't love me...and so I was an ass and looked for some one who would. There is no good reason why I-"

"Cheated?" the small girl supplied harshly. Aiden nodded. "I just don't see why you didn't break up with me. You could have saved us both."

The boy gave her an unreadable look as he gave a disbelieving snort. "You just don't get it, do you?"

She eyed him curiously. "Get what?"

Before replying, the young athlete stood up and pulled money out of his wallet and threw it on the table. Spencer watched him with interest. "When people fall for you, Spencer Carlin, they fall hard. It's not a slow, gradual process. No," he shook his head, "it's a sudden slap in the face that makes them wonder if maybe it wasn't there since they first saw you."

He walked over to her and kissed her forehead gently. "Do me a favor." She raised her eyebrows, indicating the boy to go on. "Let the next one in, ok?"

"So that's it?!" she demanded angrily. "I called you, and now you get to walk away, after everything you've done?" She didn't care that she was yelling. She didn't care that half the restaurant was staring at them in poorly disguised eagerness.

Aiden shrugged and started towards the door. "You're wrong!" she shouted before he could exit. The blonde got up and walked over to him. "You're wrong," she said softer. "It's not that I don't let them in. It's that I let them in too far."

He looked like he wanted to disagree, but he kept his objections to himself. "Do you still talk to Ashley?" he asked suddenly.

Spencer felt her face go warm and her stomach lurch. "Yeah," she said hesitantly, "why?"

Her ex eyed her curiously for a moment. "Just wondering. Anyway, it was great seeing you Spencer. Call if you want to do it again." He gently squeezed her shoulder, pleased when she didn't flinch, and then he left.

Do it again? They were hardly there for twenty minutes because of his abrupt departure.

"Aiden wait!!" Spencer ran after him. "What happened between you two really?"

"Me and Ashley?" She nodded. "Maybe you should ask her. It's really not my place." This time he got in his car and she could hear him turn up his radio. She sighed in annoyance at the obvious rejection.

"Aiden!" She yelled out even though the dark haired boy's car was long gone.

Not his place? How the hell was it not his place?! And better yet, what the hell happened between them?

---

A knock roused Jen from her intense Jeopardy watching. "It's unlocked," she yelled out, then thought for a moment. "Unless you're a burglar...then it's unlocked and I know karate."

"I don't think seeing _The Karate Kid_ certifies you in the fine art of karate," Ashley teased as she opened the door.

"Well those who are wise know to be worried." Jen mimicked a chopping motion. "Good thing you were by the door, otherwise that could have been fatal."

Ashley laughed as she made her way over to the couch, a hand clutching her heart. "I'm so glad I was spared. Sooo," she said casually as she looked around, "what are you doing."

Jen knew better. Ashley's question was too casual. "She's not here."

Ashley picked at her nails, avoiding eye contact. "Who's not here?"

"Don't bull shit," Jen leveled Ashley with a look. "Spencer isn't here."

"You and I are friends too, you know."

"Uh huh," Jen nodded, "friends. We're all friends. I get it."

Ashley picked up on the slightly annoyed tone the brunette was using. "Um, ok? Well anyway, I _was_ asking about you."

"She's with Aiden, you know." Jen glanced at Ashley, gauging the girls's response.

Ashley appeared taken aback. She was quiet for several moments before saying, "Oh."

Jen felt slightly guilty for her honesty. "She felt like she didn't have any other choice."

Ashley turned to her friend. "What do you mean?"

"She can't go to me about it."

It? Ashley didn't even know what "it" was. "Or me?" she asked.

Jen gave a short laugh. "Especially you."

"But then," the LA girl gestured in unsuredness, "...why him?"

Spencer's roommate leveled Ashley with a look, as if asking if she was serious. "Because he's Aiden."

Ashley still looked confused. Jen wasn't sure how much she could reveal. After all, she wasn't concrete on any of her information. "Because Aiden has one thing that Spencer wants." A look passed across Ashley's face. "Eww God," Jen scrunched her face in disgust, "not that."

Ashley shrugged in apology. It was a fair assumption. "Then what?"

"Information on you," Jen said like it was obvious.

"Information on me..." Ashley repeated slowly. Jen nodded. "Like what?"

Now Jen shrugged in response. "I don't know, maybe like why you guys broke up. Spencer is a lot of things, but brave isn't one of them."

"I don't get why you are telling me this."

Jen looked at Ashley kindly. "Yes," she said softly, "you do. Spencer is confused, and she needs some normalcy. To her, Aiden represents that normalcy."

"She wouldn't go see him for that reason," Ashley argued. "She's not like that."

"Or maybe," Jen uttered, still in a soft tone, "maybe she's not like you."

The girl looked down. "Jen."

Jen put a hand up to stop her. "Ashley, you're a great girl. You're smart, beautiful, funny, and an amazing friend. Maybe that's all that's meant to be there."

Ashley stood up suddenly as if she'd been yanked up by an invisible force. "Why are you telling me this?"

Jen felt like shit, she really did. "Because it needs to be said."

Ashley shook her head. "No. No. NO! No it doesn't. Jen," Ashley grabbed the girl's hand, "it really really doesn't, ok? I'm not forcing anything."

Jen squeezed Ashley's hand affectionately. "I know. You haven't done anything, and I'm grateful for that."

"Then why all this?" Ashley gestured around. "If you know I'm not doing anything, then why are you worried about anything."

"Because Spencer's not out with Aiden to reconnect or to forgive him. She's out to talk about you! Don't you see what's wrong?!" Jen asked passionately.

"She's out with that ass?" Ashley attempted humor, and her smile quickly fell as Jen glared at her. "I mean, what's the problem?"

Jen stood up quickly and paced around the living room. "This whole time, I thought I was wrong, you know, for assuming. But now I get it...I really, really get it."

Ashley looked at Jen weirdly. She really didn't understand what the brunette was trying to say. "Uh...Jen?" She touched the girl's shoulder.

"The thing is, I wasn't wrong, not at all. I was so right. Oh God," Jen moaned as she fell back on the couch. "I'm right."

Ashley continued to stand, sending Jen looks crossed between concern and confusion. "Right about what?"

Right as Jen went to respond, her phone vibrated with a message.

_Have you talked to Ashley?_

Jen sighed and responded. _What's up?_

_I'm at her house but she's not home._

Jen rolled her eyes. _Did you call her?_

This time the response message took longer to come. _No_

Jen handed her phone to Ashley and walked to her room, giving the girl a significant look.

Ashley read the conversation, deciding to take Jen's obvious invitation

Ashley said a quick goodbye and tossed Jen's phone on the couch. She didn't need to see if Spencer responded, she just needed to get to her house, and she needed to get there before it was too late.

Jen watched Ashley's quick exit. No, she definitely wasn't wrong. She picked up her phone and quickly responded to Spencer.

_Good luck._

_What's that mean?_ came the blonde's reply.

_Hope you're ready._

_What the hell does that mean?  
_  
Jen could imagine the anger behind the text. Still, she didn't respond. She thought back to Spencer's strangeness around Ashley.

She was ready, Jen just hoped Spencer knew it.


	9. What Do You Want

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _100 reviews!!!?? Oh my gosh, I love you all so very very very much! Thanks for pushing the reviews into triple digits. I hope you all like this chapter. I definitely enjoyed writing it!  
_

_I dedicate this chapter to _**Moviemusicwritingbooksfreak**_. I'm so glad you liked Jen. Some people didn't understand why she was being that way, but Jen is just protecting Spencer. That's her first instinct. But in the end, Jen knew that Spencer really does like Ashley, and so she let Ashley know that she had to go get her girl. Thank you for your review :)  
_

_-_

Chapter 9

_What Do You Want  
_

-

_De ja vu much_? Spencer couldn't help but think as she once again found herself sitting outside Ashley's apartment. This time, however, it was for a completely different reason, yet the blonde still found herself just as nervous as last time. She definitely wanted to know what had happened between Aiden and Ashley, but a part of her felt like she wasn't completely ready to know. Maybe Aiden was right...maybe it wasn't his place, and maybe it wasn't Spencer's place either. She shook her head. It was too late now, she'd already driven to the older girl's place.

A tap at her window shook her out of her thoughts, and effectively scared that shit out of her. Spencer jumped in her seat and swiftly turned to the sound. She relaxed when she saw it was Ashley, but immediately tensed again as everything sunk in. She rolled her window down.

"You lost?" Ashley asked as casually as she could, despite her heart threatening to beat out of her chest.

Spencer managed a small smile at the normalcy. "Nah, I came to see you." She was unaware that Ashley already knew that. Not that it would have been hard to explain the blonde's presence.

"Well here I am," Ashley gestured to herself. "Wanna come in?"

Spencer bit back a laugh. "Well I my car is pretty comfortable." She almost regretted having to break their banter with her question, but  
it needed to be asked. She _needed_ to know.

Ashley shook her head and laughed. "Come on goofy," she said as she opened the car door. She stepped back to allow Spencer to get out, debating on whether she should hug the student or not.

It turns out she didn't have to worry about that, because Spencer-finally- took matters into her own hands and hugged Ashley to her tightly. All in all, Spencer felt quite proud of herself for her braveness, even if it was such a simple act as this. The girl smiled into Ashley's shoulder as she took in the brunette's sweet scent.

Ashley was wondering how long she could get Spencer to keep her arms around her. She could definitely get used to being this close to the younger girl.

"You know," Spencer said with a smile in her voice as she stepped away, "I was just kidding about staying in my car. We can go inside."

Ashley smiled back as she lightly elbowed Spencer. "Well I just know how much time you spend sitting in your car when you come visit."

Just as she hoped, Spencer blushed prettily. It reminded the blonde of her nervousness around Ashley. She suddenly felt uneasy.

"So what brings you by?" Ashley asked once they were in the comfort of her apartment. She looked around quickly to make sure it was presentable.

Spencer plopped down on the couch and sat quietly for a moment. A picture on the end table caught her attention, and she picked it up and inspected it. It looked like it was taken at a park during fall.

Ashley had her arms wrapped around a pretty brunette and they both were wearing infectious smiles. Spencer felt a strange sensation coarse through her.

"Spence?" Ashley saw the blonde staring at the picture curiously.

"She's pretty," Spencer commented softly, watching Ashley closely.

Ashley smiled as she remembered that moment. "Yeah, she is."

"Was this taken recently?"

Ashley looked at Spencer. Not that she minded the questions, she just wondered why the girl was so interested. "Uh, about a year ago."

Spencer put the picture back in it's place. "Oh."

"So what brings you by?" Ashley asked again, changing the subject after Spencer's lack of an adequate response.

"I saw Aiden today," she said suddenly. She didn't mean to blurt it out, it's just something that happens when she gets nervous...which happened a lot around Ashley.

"Oh?" Ashley tried to seem surprised. The blonde nodded. "Where at?"

"Why did you two break up?" Spencer was even a little surprised herself randomness.

"Oook," Ashley said with uncertainty, "guess we'll forget my question."

Spencer waved it off briskly. "So why?"

The brunette sighed and sat down on the couch next to Spencer. "I told you, I didn't love him, so I saw no point in staying in a relationship that had no future."

"Aiden said it wasn't his place to tell me why you broke up. What was he talking about?"

"That boy doesn't make sense half the time." Ashley gave a weak laugh that quickly faded at the irritated look Spencer gave her. She sighed again. "Why does it matter?"

Spencer stopped and thought for a moment. That was a fair question. Why did it matter? "Because..." She looked back at the picture. "Because it just does, ok?" Her tone was a little irritated.

"We weren't what each other wanted. We both stayed in that relationship knowing it was a lost cause."

"Are you close to that girl?" Spencer shifted tracks abruptly, and Ashley did her best to keep up.

"You mean Kyla?" Spencer shrugged and pointed to the picture. "Yeah, that's Kyla. Yeah, we're close."

That same feeling from earlier flowed through Spencer again, this time residing in her stomach. She didn't like it there.

Ashley watched the emotions flitter across the blonde's face. "She's my sister."

"Oh." Ashley's words sunk in. "Oh!" Something akin to relief flooded her. "I thought..."

"You thought that...?" Ashley prodded.

Spencer shook her head. "Nothing. I was just curious."

"Spence." Ashley said gently as she nudged the taller girl with her arm.

A small smile formed on her face at the nickname. She turned to Ashley and felt her insides squirm again, this time with butterflies. She cocked her head in question.

Ashley took a deep breath and released it slowly. "I thought that Aiden was what I wanted, but he wasn't. He's _not_," she stressed, hoping Spencer would get the hint.

The butterflies took flight in her stomach as Spencer let the words wash over her. "Oh." She almost wished she'd said nothing at all rather than uttered something stupid like that.

"Is he-" Ashley bit her lip, forcing herself to keep going, "is he what you want?"

Spencer found herself searching Ashley's eyes. They were definitely more captivating than anything else in the room-well other than the brunette herself, but that was a different matter. "Aiden and I are over." She knew she didn't fully answer Ashley's question.

"Good." Ashley nodded. "That's good." She wondered if anyone would care if she put herself out of her misery at that moment.

"So what do you want?" Spencer asked after a moment of silence.

"Hmm?" Ashley turned to face the blonde.

"You said Aiden wasn't what you wanted." Spencer shifted to get more comfortable. "So what do you want?"

_You_. "I want-" Ashley paused as she searched for words that wouldn't have the blonde sprinting out the door. She couldn't keep her gaze from falling to the girl, and she saw Spencer's eyes widen. Maybe she didn't have to say anything at all.

"I-I should go," Spencer stuttered out as she moved to get off of the couch. _So much for not sending Spencer running_, she thought.

She stood up, avoiding Ashley's eyes and ignoring her rapidly beating heart. She really needed to go.

"Spence," Ashley whispered as she too stood up. The young girl furiously shook her head but didn't turn around. "Spencer, please," Ashley said louder as the girl hurried around the apartment, gathering her purse and phone.

The brunette quickly made her way over to where Spencer was distractedly zipping her purse. She noted the way the blonde's hands shook. "Spence." Ashley put her hand over Spencer's, stilling the shaking and reveling in the warmth.

Spencer stopped what she was doing and looked up at Ashley. "I can't," she whispered as her gaze dropped to the soft hand covering her own.

"Can't or won't?" Ashley challenged.

The student shook her head again and closed her eyes heavily. She gently removed her hand from Ashley's and grabbed her purse and walked to the door.

"I want you to stop running away."

Spencer turned at the door and regarded Ashley. "What?"

Ashley made her way over to Spencer and stopped when she was a few feet from her. "You asked me what I wanted. I want you...to stop running away."

"Ashley," Spencer shook her head, willing her heart to stop beating so fast, "we can't do this. This...this isn't right."

Ashley crossed her arms. "Says who?"

Spencer held her hands up and gave a short, humorless laugh. "Everyone."

"So? They're wrong," Ashley said defiantly, her childishness almost making the blonde laugh.

"No," she said softly, sadly, "they aren't."

A step forward brought Ashley closer to the blonde. "They don't know how you feel. They don't know you." She wasn't going to let Spencer go. She hoped the blonde realized that. "But I do. And I know you're ready."

"I'm not," she shook her head. "I'm...I'm not, Ashley. I'm sorry." She made to move away but a hand on her shoulder stopped her.

"Spence," Ashley breathed quietly, her fingers taking on a mind of their own as they softly stroked Spencer's cheek. "Stop listening to anyone but yourself."

"But they-"

"Shh," she whispered. "What does Spencer want?"

"It doesn't matter," she uttered silently. Spencer's eyes found Ashley's, sadness reflecting in her blue pools. "They tell me I shouldn't love you." She stepped away.

Ashley's face broke into a small smile. She took two steps forward, diminishing any space the blonde had created. She brought her other hand to Spencer's other cheek, smile widening as she heard the girl's breath quicken. "Then don't," she whispered, and then kissed her.


	10. You Should've Said No

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Wow wow wow wow wow!!!!! I wish I knew you all in real life so I could give you a huge hug!! Well unless that would creep you out, then I'd give you candy...but not in a kidnapper kind of way. Thank you so much for your wonderful reviews! You have no idea how excited I was to see that my story had so many reviews. I'm very happy you liked last chapter. I'm afraid, however, that you won't like this as much, but you have to understand, that it had to happen.  
_

_I dedicate this chapter to _**LyricalHarmony53**_. *Bows humbly* I'm sooo ecstatic that you liked the chapter. And I appreciate your review. And for some reason, reading the word Dude really made me smile. This chapter is for you, and I made it longer than normal ;)_

_Oh, and I forgot to mention this: GirlTrash! has finally uploaded the long awaited Milby scene. I highly advise you check it out. Go to the website and click on episode 11, you won't be disappointed! Also they are going to begin filming the movie, so yay for everyone!  
_

_-_

Chapter 10

_You Should've Said No  
_

-

"Is your lip cut or something?" Jen asked Spencer as the blonde walked out of her room. Jen never heard her come back last night.

"Huh?" the student asked in surprise. She was effectively in a daze and hardly noticed Jen's question.

"Your lip," Jen repeated. "Is it cut? You keep touching your fingers to it."

Spencer blushed deeply. She hadn't even noticed she was touching her lips. "No."

"Well what's wrong with it then?" Jen prodded. Spencer threw her head back as she remembered.

.

_"Then don't," Ashley said, then she stepped forward and pressed her lips against Spencer's._

_Spencer couldn't help but gasp, for more reasons that just being surprised. Ashley's soft lips were on hers, and all Spencer could do was return the light pressure with a little more force._

_After all, if she was going to do this - and she was - she might as well do it fully. You know, go big or go home, or some phrase like that._

_She just had to push down the annoying voice that asked if she had ever kissed anyone before, because surely this was a first. And not the first time kissing a girl, though it was, but the first time being kissed at all, because those others all fell short in comparison to this one._

_In fact, Spencer was finding it hard to think if she had been kissed properly before. Gentle, warm hands stroking her cheek brought her back to the moment. She shyly brought her tongue out to touch Ashley's lip in a silent request for entrance._

_Ashley let out a light moan that sounded remotely like the blonde's name, and Spencer couldn't help but smile and feel somewhat accomplished. And not to mention feel like her whole body was humming with heat and pleasure._

_The smile that had formed at Ashley's moan quickly faded as Spencer made a weak whimpering noise as Ashley softly met Spencer's tongue with her own. She distantly thought of Aiden's dog tongue slobbering in her mouth before she mentally slapped herself and got back to the much better reality._

_"Ash," she said lowly as she was pushed gently into the back of the couch, causing her to lean back slightly._

_The older girl quickly insinuated herself in between Spencer's legs, causing a moan of satisfaction from both girls at the contact. In an act of boldness that surprised both girls, Spencer closed her legs around Ashley. "God Ashley," she husked._

_Ashley suddenly pulled back, making Spencer immediately tense up. What did she do? Was it not good? Hadn't Ashley just moaned? She tried not to look into the brunette's eyes, a feat very hard considering the heavy breathing that Ashley was doing was making Spencer just want to lean back in and seal their lips together._

_Ashley gave a sigh and ran her hand through dishelved hair. "Damn Spencer."_

_Spencer couldn't identify the tone. "What?" she asked slightly worried._

_The girl stepped forward and caressed the blonde's face. "Nothing that was just..." What word could she say? How do you tell some one that their kiss was everything?_

_"Bad? I'm sorry, I just was really nervous. I still am. I mean you're the first girl I kissed, and I kinda feel like you're the first person I kissed, you know? Because none of them felt like that, and I just can't help but wonder if I ruined it somehow by-" Spencer stopped as soon as she saw the amusement on Ashley's face._

_How could Ashley do anything other than smile with what Spencer confessed in that speech. "No. God no, you didn't. It just was...it was amazing. You're amazing." Spencer blushed and looked away shyly. "It was just way faster than I know we need to move."_

_"Oh," Spencer responded, rather lamely in her opinion, as the reality of the situation hit her. As the adrenaline from the kiss slowly evaporated._

_"Yeah," Ashley said softly. She could see the confusion back in Spencer's eyes. Maybe she should kiss the blonde again? It would get her eyes to close. She took a step forward to do just that and had to bite back the hurt that shot through her as Spencer stepped back._

_"I should-" Spencer eyed the door longingly. "I should go." She knew she shouldn't leave like this._

_"No," Ashley shook her head pleadingly, "don't go."_

_With her phone in hand, Spencer looked apologetically at the brunette. "I'm sorry."_

_Ashley gave a humorlesss laugh. "What for? For being scared? For running away?" She took a step closer. "For kissing me?" she whispered._

_The taller girl looked away guiltily. "I shouldn't have done that."_

_"Well you did," Ashley reminded her, if not with a hint of bitterness._

_"I should have been stronger, I shouldn't have let you do that..." God how could she have been so stupid to let that happen? How could she think that once she kissed Ashley, she'd magically be ok._

_"Well then you should've said no," Ashley said softly. She handed Spencer's purse to the blonde, avoiding eye contact._

_"I'm sorry," she repeated. She went to reach a hand out to Ashley's shoulder but quickly brought it back to her side._

_Ashley shook her head. "I don't want you to be sorry." Spencer looked at her in confusion. "I want you to be ready. And I guess I was wrong. You're obviously not," she sighed in defeat and walked to the couch to sit down._

_Spencer stared at the back of the brunette's head. "Ashley," she pleaded, though for what, she wasn't sure. Maybe for forgiveness?_

_"What?" Ashley sighed in poorly concealed frustration._

_"I-" She walked over to the couch to where Ashley was staring straight ahead. She felt herself relax a little as Ashley's eyes met her for a second._

_Ashley raised her eyebrows, signally Spencer to tell her what she wanted. The blonde shook her head, causing Ashley to sigh again and face forward. Spencer let her own soft sigh escape, and she leaned forward and pressed a soft kiss to Ashley's cheek before she dug her keys out of her purse and left._

_.  
_

The young girl didn't really know what she expected Ashley's lips to feel like (not that she had thought about them or anything), but she didn't think they'd be as soft and warm as they were. They were, for lack of a better word, perfect. After all, is there a word that is better than perfect? Divine? Sinful? Refreshing? No, they fell short in comparison, not to mention they made her sound like some sap who wrote trashy, cheesy novels, you know, the kind she absolutely did not read.

And really, what could Spencer do other than return the kiss? And since she had no other options once the brunette's lips had softly landed on her own, she had to reciprocate. She had to lean into the hand caressing her cheek. She had to sigh into the gentle assault of Ashley's mouth. She had to put her hands at Ashley's waist and pull her closer.

She had to. Otherwise, why else would she have done it? It was Ashley's fault, really. Spencer was perfectly fine walking out of Ashley's apartment with her sanity still intact. But she couldn't. Even without Ashley pulling her back, she knew leaving would have left more behind than Ashley. It would have left her heart.

And she had to stay there so she could get it back. Ashley wasn't meant to have it. Ashley wasn't allowed to have it. And Spencer wasn't supposed to want to give it up to the brunette.

"Spence?" Jen's voiced sounded so far away.

Spencer blushed a little at getting lost in her thoughts. "Sorry," she mumbled, forcing her hand down as it automatically rose to her lips. It was almost annoying that they were still tingling from last night's kiss. She could still feel the heat from Ashley's mouth sealed on hers.

Really as far as kisses went, that one was relatively innocent. So then why was she still thinking about it? Why was it all she could see in her sleep. Why were Ashley's sad chocolate eyes the image her brain decided to replay for her?

Why was she feeling like all she wanted to do was go back their and put her lips back where they were meant to be, maybe forever? Why was she such a fucking idiot? Maybe she'd ask Jen that one. Her roommate would happily answer that one.

"You ok?" Jen asked, not realizing how loaded her question was.

"I-" Spencer shook her head in confusion. Her time with Ashley should prove how horrible with words she was.

Jen nodded in understanding. She really didn't expect Spencer to say anything, she just wanted to let her friend know that she was there. So it was needless to say that when Spencer plopped down next to her with a loud sigh and said, "No, no I'm not," that Jen looked like some one had just slapped her.

"What happened?" Spencer's miserable face turned to hers. "Oh my God!" Jen said quickly. "You guys...?" Spencer nodded. "Spence," Jen said gently, her arms going around her friend and squeezing her to her.

"I was going there to confront her about Aiden, I really was," Spencer promised, "but then we got to talking." Jen looked at Spencer with friendly eyes, encouraging her to go on. "I tried to leave, I tried so hard! I wanted to leave," she told Jen firmly," or at least I think I did," she added softly.

Jen tightened her grip around the blonde. "Spence, it's ok." Spencer lifted her head momentarily to look at Jen. "It's really ok. Ok?" she asked.

The younger girl shook her head. "But it's not. We can't. We just...we just can't."

The dark haired girl looked at her broken friend and finally understood. Spencer was begging her to agree with her. Pleading Jen to say that Spencer was right. It's what a good friend should do. But Jen wasn't a good friend, she was a best friend, and that had a whole different set of rules. "No Spence, it really is ok." Blue eyes shown up at her in confusion. "I wouldn't lie to you, you know that."

"Yeah, but you're my friend, you have to support me. It's not you I'm worried about," the blonde admitted," it's everyone else."

Jen gave her friend a pitying look. "Spence, it's a little late in your life to be worried about everyone else. You already went to a school that your family wasn't too happy about you choosing. At least at first," she reminded. "But they got over it."

Spencer remained silent, and Jen took this as her cue to keep going. "I get that you're scared. I can't imagine going through this, but I know that you can do this. This happened for a reason, because you are ready." Spencer went to shake her head but Jen glared at her. "You are! These last few months have been preparing you. It's not a new journey you have to start, because you've already started it." Jen stood up and gave Spencer a kiss on her cheek. "You know I love you, no matter what. You have so much love to give, Spencer. Don't be selfish and keep it all inside. Give it away. Let some one in." Spencer had a breif flashback to her conversation with Aiden. "Let Ashley in." Jen squeezed her shoulder then went to her room.

Spencer gave a long sigh, something she seemed to be doing a lot lately. She absently wondered if some one could be a sigh addict. She figured there were worse addictions. _Like Ashley_, she thought, before she berated herself for that thought, and not just because it was cheesy. "Let's go out tonight," Spencer called out to Jen's room.

"You really want to release your dance moves on the public?" Jen teased.

Spencer smiled, sending Jen a thankful message for being...well Jen. "Well I probably should copyrite them, you know, since they are so hot!"

"Is lying to yourself healthy, Carlin? Oh wait, were you talking about my moves?" The blonde could picture the satisfied smile.

"That's it Jen" she agreed with obvious sarcasm. "Who doesn't want to learn how to throw their friend into a crowd of sweaty people?" Spencer retorted with pride.

"I know you can't see it, Carlin, but this is me sticking up my middle finger!"

Spencer laughed loudly and opened her beloved box of _Lucky Charms_. This, with Jen, this was good. It had been enough before, and it still would be. She was just looking at her phone for the time. And she kept looking at it because she kept forgetting the time.

She just checked her messages because she thought her phone vibrated.

She just lied to herself because she needed to.

She just thought of Ashley...because she wanted to.


	11. You Didn't Ruin My Night, You Made It

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Sorry for the delay. This took longer to get out than I wanted, but school is biting me in the a**. I'm convinced my teachers are conspiring against me. Anyway, this lovely chapter is for all my wonderful reviewers who never cease to make me giddy.  
_

_I dedicate this chapter to _**_2SMRT4YOU_**_. I always love rewards, especially in chocolate form lol. Anway, I dedicate this chapter to you, because my reward is the reviews :) And your reward is this chapter!_

_-_

Chapter 11

_You Didn't Ruin My Night, You Made it.  
_

-

Spencer looked at the big neon of the sign with raised eyebrows. "Don't hate, Carlin," Jen warned as she predicted what the blonde was going to say. "_Panty Line_ is a hot club!"

"It's not the club I'm questioning, just the name," she retorted.

"I know it's not the Mickey Mouse Club you're used to-" Jen let her statement drop off as she tugged on Spencer's hand and pulled her inside.

Spencer just rolled her eyes in amusement and allowed Jen to drag her in. She really didn't mind being at the club. After all, it wasn't _Trojan_, which was definitely that last place she wanted to be. She pulled out her ID, rolling her eyes as the bouncer took way too long to check the picture. It drove her crazy how long they looked. Just because she was totally cheesing in her picture, didn't mean the picture didn't look like her.

"That's not her ID," Jen called from inside the bar. Her ID always managed to get glanced over, something that bewildered Spencer.

The bouncer's gaze flicked back to the young girl with suspicion. "What's the name on your ID?"

Spencer sighed in irritation. "Spencer A. Carlin."

"What's the A stand for?" he shot at her.

Spencer gritted her teeth and glared at Jen. "Anne."

"You're initials are sac?" he asked in disbelief.

"That's what the ID says, doesn't it?"

"She wouldn't know, it's not hers!" Jen sang out. Spencer was sorely tempted to take the bouncer's pen and throw it at her.

"Look," she sighed in obvious annoyance, "it says I'm twenty, not twenty one. I'm not trying to drink, I'm just trying to get in, ok?" She said the last part slowly. Who was she to assume that the bouncer had normal brain functions?

"Alright," he conceded, sounding like he was doing her a favor, "you can go in. But you order anything other than water, blondie, and you'll be out here!" He handed her ID back with obvious reluctance, pursing his lips as she yanked it from his hand.

"I hate you."

Jen pointed to herself and fake astonishment "Why me? Bouncer boy is the one who didn't believe you."

"Oh gee, I don't know," she tapped her chin thoughtfully, "maybe because you kept telling him it wasn't me?"

Jen shrugged. "Not my fault he is gullible. Now come on, you've already wasted precious dance time by chatting up the bouncer."

The blonde didn't even bother gracing that with a response. Jen's quick wit still astonished her, plus she knew her roommate's logic was hard to understand if you were normal. She grabbed Jen's arm as they made their way through the crowd of people, brushing against sweaty bodies of completely trashed people.

Booze and sweat were definitely not on Spencer's list of smells she likes. No, she'd probably have to go with vanilla. Not because it smelled like a person she knew. If you thought that, well...then you were wrong! Lots of good things smelled like vanilla; cookies, lotion, candles...and maybe some one she was familiar with might smell something like that. Definitely not As- anyone she wanted to think about, though.

"Well if you being underage didn't already turn people off, I'm sure the gears grinding in your brain would," Jen commented.

Spencer put a hand to her heart. "Why Jen, I didn't know you knew what that was!" She gave a satisfied smirk to her roommate.

"Grinding? Of course I know what that means, it's you I'm worried about." Jen sent Spencer the same look of satisfaction.

Spencer laughed and squeezed Jen's hand. "I'm so glad you're my friend." She said it with a smile, but the seriousness was not lost on Jen.

Jen shrugged. "I guess I'm kind of fond of you too, Carlin." She smiled and hugged the blonde. "Now let's go dance!" Spencer opened her mouth. "And no pushing and pulling this time," Jen promised.

The taller girl nodded with a smile and pulled Jen to the dance floor. She successfully maneuvered them onto the dance floor without deathly injuring anyone, and Spencer was quite proud.

"Looks like they didn't have to worry about having health insurance after all. You did good," Jen commented. Spencer stepped back to bow to Jen and bumped into some one.

Damn! And she was doing so well, too!

"Annnnd," Jen drew out, "I spoke to soon. I knew I should have knocked on wood." She snapped her fingers.

Jen laughter at her roommate's clumsiness quickly faded as she saw who the blonde had hit. "Oh shit," she whispered.

"Jen? Spence?" Ashley said in shock as she saw her friends.

"Hey Ashley," Jen said warmly as she hugged the brunette.

"Hey," Spencer said shyly, looking down at the ground as soon as Ashley's brown eyes met her own. She wasn't even going to tempt herself by hugging the girl.

"Friends of yours?" A new voice asked, drawing Spencer's and Jen's attention to the anonymous girl.

"Oh yeah, I'm sorry," Ashley apologized. "This," she gestured to Jen, "is Jen, and this is Spencer." Jen nodded at the mention of her name. Spencer regarded the girl with question.

"Friend of yours?" Jen asked with interest, eyeing the shy, pretty brunette.

Spencer looked the girl up and down. She was attractive, and looked like the type who took their time getting ready, but managed to make it look effortless. She already didn't like the brunette, and she didn't even know her name.

"Oh," Ashley said in surprise, scolding herself for being so rude and forgetful. "Actually no."

Not her friend? What the hell did that mean? Why would you be out with some one if you weren't their friend? Who goes to the club and starts talking to strangers. Well, you know, besides most of the people at clubs. The girl seemed creepy if you asked Spencer. And she wasn't _that _pretty.

"I'm-" the girl cut herself off as her phone rang. She sent the group an apologetic look and headed toward the door.

They watched her walk away. "Well that's mysterious," Jen said. "I didn't know the CIA called people anymore."

Ashley laughed. "Isn't that how they got you?"

Jen looked around cautiously before leaning towards Ashley conspiratorily. "Shhhh," she whispered, causing Ashley to laugh louder.

Spencer stood with her arms crossed. She didn't feel like joking about the girl's phone call. All that mattered was the girl was gone.

"Man Spence, you need to stop talking, it's getting so annoying hearing your constant chatter."

Spencer pushed Jen. "Shut up Jen."

"Seriously, what's wrong with you?" she said it quieter as she stepped beside the blonde.

"I just-" she stopped her eyes from locking on Ashley. "Can we go?"

Jen looked at her friend. She really didn't want to leave, but she didn't want Spencer to be forced to stay. She sighed softly. "Yeah," she nodded, "we can go."

"You don't have to leave," Ashley interrupted. "I'll go." Jen whipped around to look at Ashley.

"No, you stay here with your...friend?" Jen didn't mean to make it a question.

"Yeah, you don't want to leave her," Spencer said with barely concealed irritation.

Ashley looked at Spencer in confusion. Where was this coming from? What had she done this time? Wait, was Spencer...jealous? "No. God no, it's not like that," she rushed to assure the blonde.

"Like what?"

Ashley held in a sigh. So they were going to do it this way, were they? "Jen," she turned to the other brunette, "could you-"

"Yeah," she nodded, "I'll uh...I'll be somewhere." She ignored the desperate look her roommate threw her way.

"If you want us to leave, you can just tell us. You don't have to send us away," Spencer said softly, picking at her nails absently to feign indifference.

Ashley stepped toward the blonde, being mindful of maintaining a safe distance. "Would you stop? Just...just for one second, would you stop assuming and stop trying to run away and let me say a fucking word?"

Spencer stared at the older girl in shock. She didn't think she'd ever heard Ashley sound so stressed. She was speechless, so she nodded her affirmation.

"Sorry," Ashley said sheepishly, "I just got a little frustrated." She looked at Spencer with a weird expression for a moment.

"What?" Spencer asked cautiously. She didn't know what that look meant.

"Can I-" Ashley gave a nervous laugh, "can I just...hug you?" She looked at the blonde shyly.

Spencer's heart sped up and she felt a blush taint her cheeks. She was positive the same unsure look was reflected in her eyes as well. She nodded and stepped towards the older girl, holding her breath as she anticipated the soft body meeting hers.

"Ok," Ashley breathed out, more for having the overwhelming need to say something than because she actually had something to say. She felt more nervous now then she did when she kissed the blonde.

_Oh God_, she thought, so not the time to be thinking of that! She felt her whole body simultaneously tense and relax as the familiarity of Spencer overtook her. She put her arms around the blonde's back and held her in a gentle but sastisfying hug. Really, any contact with the blonde couldn't be termed as anything other than heavenly, no matter how big or small.

Spencer closed her eyes at the sensation and let the brunette fill her being. Yeah, she decided with a mental nod, vanilla was definitely number one on her favorite smell list. And she wasn't going to stress about how weird it was that she had a list like that. All she was going to do was focus on was remembering that they were in a public place and that the nagging voice in her head really was right, and she should let go.

She stepped back and tried to bite back the obvious grin on her face, hoping Ashley wouldn't see it. It was useless, because the smile on the older girl's face widened in response.

"Look, the girl that's with me, it's not what you think, ok?" Ashley waited for Spencer's blue eyes to meet hers.

"So who is she?"

"She's-"

"Hey, I'm really sorry about that," the girl announced as she returned, obvlivous to the situation she interrupted, "but I had to take that." She stopped as she looked at the irritated look on Ashley's face and the unreadable look on the blonde's face. "Spencer, right?" she asked.

Spencer nodded her response, doing her best to be polite to the stranger. "Hey, I'm Kyla. Nice to meet you," Kyla said with a sweet smile. Spencer hated that she was polite.

"Yeah, you too," she returned, looking around for Jen. She didn't want to be here anymore.

"Although I don't feel like I just met you," Kyla continued as if she didn't see Spencer's uninterested look.

"Huh?" Spencer said in confusion, her interest now piqued, especially at the daggers Ashley was shooting Kyla.

"Well I've heard all about you," she said with a knowing smirk. Spencer raised her eyebrows.

"Kyla," Ashley hissed through gritted teeth. The girl put her hands up in innocence and winked at Spencer. "Look Kyla, can you just," she gestured around the club, "go somewhere?"

Spencer put up a hand. "No, you're fine Kyla. We were leaving anyway. It was nice to meet you. You and Ashley have fun." She would have felt proud of her statement had she not sounded like a petty three year old.

"Spence." Ashley reached out to the blonde. "Don't go." Please, she added silently.

"You're with Kyla, you'll be fine."

"Spence," Ashley said again, this time with more desperation.

"You can stay," Kyla assured her, tired of being treated like she wasn't here. "I'll catch up with you later," she said to Ashley, and gave her a kiss on the cheek.

Spencer's eyes widened then quickly narrowed at the girl's retreating figure. She avoided Ashley's eyes. "Yeah," she said quietly, "I should definitely go." Ashley put a hand on Spencer's arm, halting any movement she might make to get away. "Go to Kyla," she whispered.

"No," she replied stubbornly.

"Ashley," Spencer sighed, "go. I didn't meant to ruin your night."

Ashley looked at Spencer's eyes pleadingly as she shook her head. "You didn't ruin my night. You made it."

Spencer ignored the fluttering of her heart as she scoffed. "You sure you aren't confusing me with Kyla?"

The older girl looked at her in disbelief. "Seriously?" Spencer just folded her arms. "Spence, it's Kyla."

"And?"

"Ky-luh," she sounded out slowly, waiting for the blonde to respond. "My sister." She watched the recognition cross the girl's face.

"Kyla!" she said suddenly, making Ashley smile. "From the picture!"

"Yeah. Who did you think she was?"

Spencer bit her lip. "I thought she was your-"

"My?" Ashley prodded

She could say it. She could say it!

"_Friend_?" Ashley offered softly, adding the emphasis for Spencer's benefit. The blonde nodded. "Well she's not. She's my sister. I don't go to the club looking for strange girls to talk to, you know."

"Except me?" Spencer teased.

Ashley smiled. "As I recall, you bumped into me. Twice. And fell at my feet more times than I can count."

"You can't count to two?" the taller girl smirked.

"Ha ha," Ashley rolled her eyes playfully. She turned serious, despite her urge to continue flirting with the shy girl. "Look Spence, I-" She sighed. "I like you. And I was kind of thinking that maybe you liked me too." She watched the blonde's eyes shift away from hers.

"I mean, at least enough to kiss me." There, she put it out there. It was about time they mentioned it. Spencer felt her body tingle and once again focused on keeping her hand at her side and not on her lips. "Or to at least kiss me back."

Spencer looked around desperately. Where was Jen? Seriously, what the hell was she doing? Couldn't she tell that Spencer obviously needed her. Couldn't she tell that she needed a lifeline?

"Maybe I was wrong," Ashley sighed in defeat. "It was obviously just curiousity."

The blonde wanted to scream at herself. What the fuck was wrong with her!? She was hurting the older girl, so much, and she couldn't do anything about it. Ashley wasn't wrong. She was way beyond being right, that Spencer wasn't even capable of explaining it to her. Words were never her strong suit. Hell, that was her whole problem with Aiden; she never told him how she felt.

"I'm going to go." Ashley refused to look her in the eye, but Spencer could hear the tears in her voice. Ashley sighed heavily and then headed out of the club, feeling Spencer's eyes on her but refusing to turn around. It would just be that much harder to keep walking away. She didn't see how Spencer did it so often.

"Fuck!" Spencer's blasphemy was drowned out by the loud music. She just wanted to punch something, and her own self was becoming a more appealing target.

This was why she didn't let people in. Some one always got hurt. She almost wished it was her getting hurt this time.

She looked back at the club entrance longingly before leaning her head back on the column beside her, staring at the ceiling as if it would guide her. She finally spotted Jen talking to some guy as she looked around the floor. Jen made eye contact and smiled at her. "_It really is ok_." She let Jen's words rush over her, and that was all she needed.

And so she ran again, this time in the right direction; to the club entrance. To Ashley.

She ignored the people sending her rude gestures as she ran into them. She ignored her lungs telling her not to put so much strain on them. She ignored the overweight bouncer trying to talk to her again.

"Ashley wait!" she yelled out desperately, and not just because air was hard to come by.

The brunette stopped with a hand on her car door. She turned around and Spencer was met with with teary chocolate eyes. Ashley didn't have the capability for words right now, so she just raised her eyebrows in question.

"I..." Now that Spencer was here, in front of Ashley, all her words flew right out the window, as always. Her phone vibrated and she sent Ashley a quick look of apology before she flipped it open and checked the message.

_Go get your hunny ;)_

Spencer smiled. It was obviously from Jen. She hoped Jen could feel the telepathic hug the blonde sent her. Jen had no idea how crucial that text was.

Ashley shifted into a protective stance, and Spencer couldn't help but shift guiltily. She'd done that. "Look Spencer, I'm really not in the mood to talk right now, ok?"

The taller girl refused to give up. She stepped closer to Ashley, pleased when the brunette didn't move away. "I know, and I understand that, I do...it's just I'm-"

Ashley sighed. This hesitancy was a little too redundant. "You're what, sorry?" She crossed her arms.

Spencer shook her head and allowed a smile to take over her face. "No." She sent a silent thank you for her new found courage.

"Running away?" she said with a scoff full of bitterness. Seriously, Spencer was getting too predictable. She felt bad about being mean, but she had to put a wall to protect herself from the blonde. It was her only chance at maintaining any semblance of her sanity.

The blonde shook her head again. "No," she said again, and took another step, relishing in the quickening of Ashley's breath.

"Spence," Ashley pleaded. She couldn't take this anymore. "Then what? You're what?"

Spencer let a small silence pass as she looked over the beautiful girl in front of her. "I'm ready."

And with all the courage inside of her, she leaned forward and did what she'd been wanting to do since that first time their lips met, and she connected their mouths again.


	12. Kenny

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _So I kinda feel iffy about this chapter. I know where I want to go, but this chapter was kind of awkward to end...it's hard to explain. Anyway, sorry for the delay, but I hope this keeps you busy for some of the Thanksgiving week. Happy Turkey Day :D  
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_I dedicate this chapter to _ **BBRlucky13**_._ _ Silly, you don't have to pout for a dedication. Besides, I can't turn down a whole cake. Especially one you took the time to bake! This fluffy filled chapter is for you :)  
_

_-_

Chapter 12

_Kenny_

-

Ashley barely had time to register Spencer's words before soft lips met her own. She wanted to scream that it was about damn time, but some how that just didn't seem appropriate. Well that, and she didn't want to pass up the opportunity to be kissing Spencer.

Sure, their first kiss was nothing short of amazing. But this one, knowing that Spencer initiated it and that she was ready, this one was so much more fulfilling.

The brunette really hadn't given much thought to how hard metal could feel, but as she was almost forcefully pushed up against her car by the taller girl, she didn't think she'd start caring about it now. She inwardly sighed as Spencer's mouth met hers again and again, and although she desperately wanted to deepen the kiss, she knew she had to let the blonde lead it.

So she let the blonde's mouth guide her, moaning softly as Spencer ran a hand through her hair and pulled her mouth closer, eyes almost rolling to the back of her head as Spencer pressed her hips against hers, creating a delicious friction that felt amazing even through her tight jeans. The same jeans she was now cursing for causing a barrier between her and the younger girl.

Spencer made a strangled noise, and Ashley momentarily smiled as she realized the student was experiencing the same frustration. The blonde's hands shifted again, this time looping around Ashley's waist, bringing their hips together once more.

"Fuck," she said softly as heat swept through her from the girl's body. Things were quickly heating up, and they had hardly done anything. Hell, this was one of the most innocent kissed Ashley had ever had, and she was more turned on now then she could ever recall.

She couldn't take anymore. She'd practically been a saint so far, keeping her hands on the blonde's hips, keeping the kiss light, but she couldn't keep doing it. The younger girl was driving her crazy with her hip movement and her soft moans, that Ashley couldn't help but to trace Spencer's lips lightly with her tongue.

That did it. Spencer's body lurched forward, pushing Ashley against her car full force. The blonde shifted in between the brunette's legs and brought her tongue gently into contact with hers, causing a husky gasp to escape her as Ashley's thigh met her center.

And as her whole body tingled and as a moan was pulled from her, Spencer realized that she was well on her way into uncharted territory. And as a rush of noise hit her ears, she realized she was outside a very public in a not so secluded parking lot. She stepped back from Ashley, relishing the rush of cool wind that was calming her overheated body.

Her blue eyes looked up to find Ashley biting her lip, looking unsure. "You're not- you aren't going to run away now, are you? I mean the kiss wasn't that bad, was it?" she gave a nervous laugh, which the blonde returned.

Spencer shook her head. "No." Ashley raised her eyebrows questioningly. "To both." The eyebrows went higher, this time complete with twinkling eyes. "The running away and the kissing part," she finished shyly.

Ashley gave a laugh. "Well that's a relief." She made a motion of wiping imaginary sweat from her forehead. It made Spencer want to kiss her nose for her cuteness.

Instead she gave a small laugh and stuck her hands in her pocket, glancing around to see if anyone else was outside with them.

Ashley followed the blonde's eyes. "Do you need to go?" she asked with disappointment.

"Huh?" Spencer asked in confusion.

"Do you need to go?" she repeated. "Weren't you looking for Jen?"

"Oh," realization hit her, "no." She suddenly felt very vulnerable, and didn't know why. "Did you need to go?"

Ashley wanted to laugh at the question. Really? Like she would want to leave now that the she had the taller girl with her. "No." She looked at Spencer. "I'm fine staying here."

The implication in the brunette's words made Spencer blush. "You don't want to leave Kyla."

Ashley shook her head and took a step closer to Spencer. "Screw Kyla," she uttered softly, eyes focused on the beautiful blue ones in front of her.

A small smile went across the blonde's face. "I don't know how I feel about incest," she teased quietly, her body already humming in anticipation.

Another small step brought Ashley right in front of the taller girl. "Well how do you feel about this?" she whispered huskily, them tilted her head to meet the perfect mouth just inches away from.

Spencer licked her lips, her heart speeding up as the brunette's mouth came closer and closer for their third kiss, though the first two seemed like distant memories. Her eyes fluttered close and her mind emptied of everything that wasn't the beautiful girl in front of her.

She leaned forward and brushed their lips together lightly, gently, feeling Ashley's lips curve into a satisfied smile, one she quickly reciprocated. Pinpricks of pleasure took over her from the simple contact, and she craved more. She brought her hands to Ashley's smooth neck and made to pull her mouth harder to her own.

"I fucking hate you Kenny!" Was the drunken shout that effectively broke their kiss.

Spencer jumped back quickly, doing her best to right herself to erase any semblance of evidence that she'd been kissed.

"That makes two of us," Ashley murmured darkly, irritated at the loud interruption.

"Hey you!" the girl stumbled over, obviously completely trashed out of her mind. "You know who Kenny is?" she said loudly, her lack of volume control making the blonde and brunette cringe.

"No," Ashley said shortly, grabbing Spencer's hand to take her back inside.

"What about you, blondie?"

Ashley rolled her eyes in annoyance. "No one knows who your fucking Kenny is, alright?"

"Ashley," Spencer nudged her, "she's drunk, be nice."

The drunk gave an unattractive snort. "Blondie's right!" She made an attempt to point at Spencer, but the double vision she was experience had her pointing to a parking meter in the distance, something that made the blonde laugh.

"Of course she's right, it's obvious you're plastered," Ashley retorted with crossed arms. Her patience was officially gone.

"Dunn get involved with guys," she advised, the advice somehow not as effective when slurred. "They're all asses. Dunn do it, ook?" She stumbled over to Spencer and put an arm around her, causing the blonde's eyes to widen and look helplessly at Ashley.

"Now on that we agree," Ashley smiled, giving Spencer a challenging look as she waited for the taller girl to do something.

"You and me, blondie, we don't need penises." Spencer cringed and threw another desperate look at Ashley. The non-sober girl was completely unaware. "I mean all they are good for is fucking you over. Then you get pregnant and fat. You know what I mean?" she breathed heavily.

Spencer's face twisted in disgust as the heavy scent of alcohol invaded her nose. All she could do was nod along with the strange woman and glare at Ashley for not helping.

"Well come on blondie," Ashley said with a smirk as she walked over to Spencer. "We better get inside so we can get our coats. You know," Ashley leaned in close to the inebriated girl and said in a loud whisper, "to get away from all those penises."

"That a girl!" the girl said happily as she embraced Ashley like they were old friends.

"Oook," Ashley managed to force out through the tight hug. This time she was sending helpless looks to the blonde. Spencer raised her eyebrows and pursed her lips. Ashley gave the drunk an awkward pat and shifted out of the tight grasp.

"Bye!" the girl smiled, and then ran to the side of the building and threw up.

Ashley and Spencer shared a look of disgust and then walked back to Ashley's car. Spencer didn't feel like dealing with the bouncer again.

"I think I'm going to burn these clothes."

Spencer laughed. "I believe we have a word for that."

"Disgusting?" Ashley supplied.

"Nope." Spencer crossed her arms triumphantly. "It's called karma. That's your payment for not helping me with drunky."

"I just knew you guys would be great friends. I didn't want to interrupt it," she said innocently.

"Uh huh, sure," Spencer rolled her eyes in disbelief. She watched in amusement as the plastered girl stumbled back inside the club, giving the annoying bouncer a sloppy kiss on his bald head.

It was then she noticed they were by Ashley's car - again - and were alone - again. It was pointless to say that she was nervous...again. She wondered if the brunette was as nervous as she was.

The girl in question opened her car door an got in, giving Spencer an expectant look. The blonde recognized her cue and followed Ashley's movements. She laughed when Ashley opened the sun-roof and leaned her seat back. "How classy," she teased, but she too leaned her seat back.

"Hey don't ruin it," she said with attempted seriousness. "You didn't give me time to pull out the Glade candle and put on some music." Spencer's heart sped up. It was the first time they'd hinted at having any sort of relationship.

Ashley spotted the strange look on Spencer's face. "I was just kidding Spence." She paused for a moment. "It's totally a _Wal Mart_ candle." She felt relieved at the laugh that escaped the blonde.

A shy smile made its way onto the blonde's face. "I like when you say that."

"What, candles?" Ashley said in confusion.

Spencer laughed lightly before turning serious again. "No. Spence." She watched Ashley's face turn to hers. "I like it."

Ashley smiled warmly. "Yeah?"

Spencer nodded, her goofy smile threatening to completely take over her face. "Yeah."

"Hey Spence?" Ashley smiled as she saw the blonde smile again.

Spencer turned on her side to look at Ashley's. "Yeah?"

"I like it when I call you Spence too." Spencer watched her bite her lip shyly and she reveled in Ashley's unsettled-ness. She looked to the stars as the urge to kiss the brunette came over her.

A comfortable silence fell between them, one they both were hesitant to break by defining what they were.

"Think Jen's ok?" Ashley asked.

Spencer thought back to the text Jen sent her. "Yeah, I think she's ok. When I went after you she sent me a text." She blushed as she reminded them both of her boldness.

"You're really pretty when you blush," the older girl whispered, her soft tone making the compliment seem so much more meaningful.

Spencer blushed even harder and looked down as she bit her cheek, unable to hold back her smile. "Thank you."

"Not that you aren't all the time," Ashley assured her sweetly, "but it's like, when you blush, it just shows how sweet and innocent you are. Like the real you." Her brown eyes shined with her sincerity. "And than you get so flustered, like you don't understand how truly beautiful you are-" Ashley gave a shrug, "it just adds to it."

Spencer swallowed heavily. How do you respond to something like that? 'Thanks' hardly seemed adequate after Ashley's beautiful words.

Ashley took in Spencer's silence in slight surprise. "Has no one ever told you that before?"

"No they have, it's just-"

The smaller girl sat up. "Just what?" she prompted gently, eyes locking with ocean blue orbs as Spencer also sat up. "Spence, just what?"

The blonde's mouth quirked into a smile. God did she love that nickname. She grabbed Ashley's soft hand, her hand instantly filled with warmth. Ashley's eyes dropped down to their hands and smiled. With her free hand, Spencer traced Ashley's cheek, fingers making light patterns on her flawless face. "You're wrong."

Ashley kept her eyes closed at the blonde's touch but said "Hmm?"

Spencer released Ashley's hand and brought it to Ashley's other cheek to softly stroke it as well. "You're the one who's beautiful, Ash." She didn't understand how the brunette couldn't see how she was the only one worth looking at.

"Spencer," Ashley whispered breathlessly with a smile. "You can't steal my lines."

The blonde laughed softly. "I'm sorry."

"But you can call me Ash any time." She leaned forward and kissed Spencer's cheek. "And you can use that body wash any time too." She pressed a kiss to the other cheek.

Spencer's eyes closed at the gentle assault, her blood already racing. She ghosted her lips across Ashley's, finding new confidence with each brush of her mouth across the older girl's. "And you can kiss me any time." Ashley's hands tangled in soft blonde tresses as she pulled Spencer's mouth to her.

The blonde whimpered as she shifted to get closer to Ashley, cursing as the console got in the way. Ashley laughed into the kiss as she pushed it out of the way, not even flinching as it sounded like something broke. Spencer pulled Ashley across the newly created distance, eager to have their lips connected fully again.

Mouths parted in soft moans and tongues quickly moved in, eliciting sharp gasps and swift movements. Ashley gasped as Spencer pulled her closer, making the only position possible to straddle the taller girl.

"God Spence," Ashley moaned into the kiss. Who would have thought shy Spencer would be so take charge? She put her hands on the sides of Spencer's face and leaned her weight into Spencer's lap.

Spencer leaned forward, pressing their centers together, pulling a strangled moan from breathless lips. She put hands on Ashley's hips, guiding her movements into her own pelvis as they rocked into each other.

"Spencer. Fuck." Ashley pulled from the kiss to rest her head on Spencer's shoulders, chest rising and falling in shallow breaths. Spurred on by Ashley's moan, Spencer moved her lips to Ashleys neck and began lightly sucking and biting, drawing more curses from the nearly incoherent brunette.

Ashley's hands drifted to Spencer's waist, sliding up slightly to touch the smooth, hot skin, chest arching as the blonde hit a sensitive spot on her neck. God they had to stop. They were getting to the point of no return.

"Spence," Ashley croaked out.

Spencer gave no indication she heard the smaller girl. She licked up to her ear and bit lightly.

"Fuck Spence, you've gotta stop." Ashley was so turned on, her entire body throbbing with want, begging her to fulfill that desire she so desperately craved.

"Ok," Spencer breathed out heavily, giving a last kiss to Ashley's neck before resting her head there, fighting to catch her breath. "Sorry."

Ashley gave a breathless chuckle. "Seriously? God don't apologize for that. That was-" she let out another laugh, "God I don't even know. It was amazing, but we need to slow down." She watched Spencer closely. Last times she said that, the blonde had gone running.

The student nodded in understanding, smiling as Ashley placed a gentle kiss to her forehead. "You really are so beautiful."

"Trying to get another kiss?"

Ashley rolled her eyes in amusement. "I don't think I could handle another Spencer Carlin kiss." She moved off the blonde.

"Few can," she retorted smugly.

Ashley smiled back and placed a kiss on Spencer's nose. "I'm glad you came outside."

Spencer blushed prettily. "I'm glad I bumped into you."

"I'm glad you two fucking got a clue." Jen popped her head through the sun roof.

Ashley screamed and Spencer put a hand to her chest. "Jen," she chastised weakly.

Jen ignored her. "I see you got your hunny." Spencer bit her lip and stared down at the floor mat. "Well I guess I don't need you to tell me how it went. You're hair pretty much tells me." Ashley and the blonde traded horrified looks, and Spencer immediately threw a hand to her hair. Jen just laughed loudly and jumped to the ground. "See you when you get back, Carlin."

Spencer flipped her the middle finger. "Oh, and Ashley?" Jen said through the window. "Some drunk chick told me to tell you to make sure you stay away from penises. I told her I didn't think you had to worry." Jen pressed a kiss to the window and walked to her car.

_Behave Carlin! No dirty dirty tonight_.

Spencer rolled her eyes at her phone, and did her best to hide her blush. She ignored the questioning look Ashley gave her. "I guess we should go?"

"Yeah it's getting late and I have to work all day tomorrow."

"Oh." Spencer felt disappointment coarse through her. When did she become so needy?

The brunette looked at the taller girl. "But we can do something...you know, if you want."

The shy smile that lit Spencer's face made Ashley's heart beat quicken. "I'd like that. A lot."

"Ok." They both smiled shyly.

"On one condition though." Spencer held up a finger.

"What's that?"

"You bring a _Wal Mart_ candle."

Ashley's eyes lit in amusement. "For you, Spencer Carlin, I'll bring _Wal Mart_ itself."

Spencer laughed and laid her head back in the seat, closing her eyes as Ashley started the car. She didn't know why she was scared. Being with Ashley was so easy, so right.

Ashley looked over at Spencer's relaxed posture and couldn't help but feel a little unsure. Spencer was brave in the darkness, but what about when it came to facing everyone? The blonde had already run twice, would three times really be that outrageous?

A warm hand broke her out of her negative thoughts. She glanced back at the younger girl and saw she still had her eyes closed. Ashley smiled and stroked the soft skin.

Spencer wouldn't run. Ashley wouldn't let her go to be able to run. She just hoped that Spencer would let go of her heart so that Ashley could have it.

It's the least the blonde could do. Ashley needed something to fill the spot where her heart had been since she gave hers to Spencer.


	13. Together or Separate

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Thank you to all my wonderful, amazing reviewers who have wow-ed me beyond belief with all your kind words! Hope everyone had a good Thanksgiving and didn't eat their body weight like I did :)_

_Spencer's ring tone is taken from the We The Kings song "Heaven Can Wait."  
_

_I dedicate this chapter to _ **Baley-fo-life**_._ _Your reviews always make me laugh because they are so intense lol. I'm glad you fu**ing loved it. Your reviews are always straight and to the point, and yet, they still make me smile like a giddy school girl!  
_

_-_

Chapter 13

_Together or Separate  
_

-

"No. Absolutely not."

"Please?"

"No!" Jen repeated firmly. Spencer gave a big pout. "I'm not chaperoning your date with Ashley."

Spencer crossed her arms. "It's not a date." She had been telling Jen that all day.

"Doesn't matter. Ashley wants it to be just you."

The younger girl looked away shyly. "She never said that."

Jen rolled her eyes dramatically. "It's called subtext." She saw the stubborn look on the blonde's face. "Fine. I'll prove it's just supposed to be you and her."

The blonde raised her eyebrows in challenge. Jen grabbed her phone and typed a few keys. "Watch," she said as she put her phone on speaker, holding a finger to her mouth for her roommate to be silent.

"_Hello_?" Ashley's warm voice answered. Spencer smiled.

"Hey Ash!" Jen returned happily. "What's up?"

"_Not much, just on a break from work. What about you_?"

The brunette sent Spencer a wink. "Just wondering if you wanted to hang out ladter today." Spencer leaned forward anxiously.

"_I can't_," Jen shot Spencer a triumphant look, "_I work all day_." Spencer's smile faded.

"Oh." Dammit, not the answer Jen wanted. "What about after work?" she asked hopefully.

"_Oh...well_-" Ashley paused in obvious hesitancy. "_I uh, I actually already have plans. Maybe another time_?" she offered, but Jen didn't hear her, she was too busy doing a stupid happy dance.

Spencer glared at Jen and pointed to the phone, reminding her Ashley was still on the line. "Sure." She smiled. "Bye Ash!" She hung up the phone and turned to the blonde with an evil smile.

"Don't," her roommate warned. Jen just smirked and sat on the couch.

"Hmmm," Jen sighed longingly, "whatever shall I do alllll by myself tonight?"

"I hate you."

"If you're that nervous make note cards. Hell, I'll even write them for you." She barely dodged the shoe thrown her way.

"Suck it, Jen." Spencer gave Jen the finger.

"Better save that line for Ashley," Jen called out as she shot off the couch quickly and ran to her room before Spencer could throw something more fatal.

The student shook her head at her roommate, unable to hide her amusement, even if she was still set on hating Jen.  
_  
I'll hopefully be off at 5. I've got the candle if you have a match._

She felt nervous and excited all at once. She and Ashley hadn't labeled themselves, which was more than fine with the blonde. Labeling made it seem set in stone, like it would be past the point of no return. She was really just starting to discover who she was, not to mention discovering who she was with Ashley - though her mind tended to group the two together.

As she thought about tonight, she couldn't help but feel anxious and wonder where all her courage had gone. She supposed she was a lot braver when it was just her and Ashley, or when they were around a bunch of drunks who couldn't even remember their own name, let alone be concerned with two girls. Well, you know, except for Kenny's chick.

And even though she didn't need Jen to help her with and Ashley - something that took a long time to click in the blonde's mind - Spencer couldn't help but envy the normalcy Jen provided. And she couldn't believe she was correlating normal-ness with Jen.

Three girls hanging together were friends. Two was...well honestly, she'd never really assumed that two girls eating together were, you know, together together.

_Work sucks! My new mantra is thou shalt not kill._

Spencer laughed at the text. Ashley often messaged her things like that, usually accompanied by another text stating her plan to retire at 21 and move to Ireland.

_Don't kill! I've read the text and don't wanna be an accomplice!_

_Not if you let me retire! _If Ashley was bothered by Spencer's lack of response to the text about tonight, she didn't mention it.

Spencer watched the clock habitually that day. She didn't know whether to be aggravated or grateful that time was moving so slow. Jen, of course, wasn't helping things. In fact, her roommate even went and changed all the clocks to 5:30 while Spencer was in the shower.

The crafty girl even had time to change the time on Spencer's phone. Had she not been completely pissed at Jen, Spencer might have laughed. It didn't matter, Jen laughed hysterically enough for the both of them.

After beating Jen furiously with every pillow she could find in the house, Spencer ignored her roommate's "help" of what she should wear and tried to find something suitable. Boys were hard enough to impress, but how could she wow some one who probably spent as much time on their appearance as she did, and managed to look twice as good?

She was considering just letting Jen help, but when the dark haired girl suggested overalls, Spencer promptly shoved her out the door again, this time making sure it was locked.

Her phone rang, and she stared at the _Ashley_ flashing across her screen for a few seconds before she answered it. "Hey." She tried to sound like she hadn't been trying to wait an appropriate time to make it seem like she wasn't waiting for the call.

"_Hey you_." And she could hear the smile in Ashley's voice, and it just made her smile in response. "_I just got off work. I'm going to shower then we can decide where to go_."

Spencer would have smiled more if she wasn't blushing from the image of Ashley in the shower. "Yeah, that sounds good. Talk to you in a bit." The blonde groaned. She couldn't recall any one ever saying 'in a bit.'

Ashley gave a laugh. "_K, bye Spence_." And suddenly Spencer didn't feel so dumb anymore. If anything she felt about ten feet off the ground.

The younger girl stared at her phone, grinning stupidly before she remembered she had to finish getting ready. She doubted showing up in underwear and a shirt would be appropriate. She shook her head as she imagined the smart ass comment Jen would have had.

She had better things to think about, like where she and Ashley were going to go. McDonalds didn't seem like an option, but most other places she thought of seemed too...date-like, and this wasn't a date. It was just a get together between two people who had kissed and loved spending time with each other.

"Oh God," she groaned as she fell against her closet door, "it's a date. With Ashley." Wouldn't her mom love to be updated about that during their weekly phone call? Dammit, what was she going to tell her parents? What was she going to tell anyone? Would she even have to tell people, or would they somehow already know?

"Yo, open up Carlin, it's the police!" Jen shouted as she obnoxiously banged on the door. Spencer didn't care though, she could have hugged Jen for the interruption. She did roll her eyes though. "I said open up!" A loud bang echoed through Spencer's room, followed by a curse from Jen, and Spencer's door falling to the floor.

Spencer stared at Jen incredulously. "What the fuck, Jen!?"

"Did you see that?" she asked excitedly as she jumped up and down. "Dude, that was fucking awesome! Buffy's got nothing on me!"

"No, but Buffy does have the money to repair stuff she break. Seriously Jen, what the hell?" Spencer stared angrily at the broken door.

Jen put up her hands. "Hey, don't get mad at me, Carlin. How was I supposed to know your door was so cheap? You should be thanking me," she shook her finger at her roommate. "I just saved you from finding out the hard way that your door wasn't sturdy."

The blonde put a hand to her mouth in fake shock. "Wow, how rude of me. Thanks Jen." She leveled Jen with a hard glare. "That's sarcasm, by the way."

"You're the one who locked their door," the older girl reminded. "Besides, I was coming in to talk to you." Spencer gave her a doubtful look. "No seriously, how are you feeling?"

"Ugh, better til you asked," she moaned, all her previously evaporated nervousness returning full force. "What am I doing?"

Jen sat on the bed next to her friend. "Talking to me?"The blonde sent her a glare, obviously not appreciating the joke. "Ok, I'm sorry."

"Seriously, what am I doing, Jen? I can't go on a date with a girl. God," she stood up, "what am I doing!?"

Jen pulled Spencer back down next to her. "You're going to hang with Ashley. You are going to eat and have a good time. That's what you are doing." She lowered her voice. "Stop over-thinking, ok?"

"Ok," Spencer breathed out. "Yeah, you're right." She gave her best friend a bright smile. "Thanks Jen."

"Eh," Jen waved it off, "I kinda like you Carlin." She smiled in return and wrapped her arms around the blonde. "Now go enjoy some Chilis!"

Spencer laughed and squeezed Jen tightly before letting go. "Sounds good. I'll see you when I get back?"

"Aye captain!" Jen saluted. She gave Spencer another encouraging smile before heading to her room.

_'Heaven can wait up high in the sky, it's you and I'_ "Hello?" Spencer answered. She always wondered why people asked hello when they could see the caller ID. Probably just habit. Or stupidity.

_"No more retail smell for me_," Ashley declared proudly, making the blonde laugh. "_So where to_?"

"How about Chilis?" Spencer offered, shooing Jen away as her roommate appeared in her door way and pulled her arms back and thrust her hips forward in triumph.

"_Sounds like a_ -" don't let her say date! "_plan. See you there then, Spence._"

Spencer smiled widely as Ashley waited for her to say bye. "Bye Ash." She heard the brunette smile before muttering another bye and hanging up.

"Two for twenty deal!" Jen called out from some random room as she heard Spencer open the door.

The blonde laughed and rolled her eyes. "Feel free to be asleep when I get back," she teased her roommate.

She grabbed her keys and made her way to her car, watching her phone religiously, though she wasn't quite sure why. She just didn't want to miss anything important. From anyone. Not just Ashley!

The blonde quickly changed the station as Lady Gaga came on. She liked the artist as much as the next person, but the performer creeped her out for some reason, and Spencer wasn't beyond believing that the singer was capable of coming out of the radio to get her.

_Me hungy! Pwease hurry :(_

Spencer rolled her eyes in amusement but didn't respond. She was about to see the brunette in a minute, and personal conversations were way better than any text ones.

Her car rolled into the Chilis parking lot and she was thankful she didn't have to search long. As soon as she parked, she jumped in surprise as Ashley ran into the driver's door. "About time!" the brunette said with a big grin. "Let's goooo." She opened the door and unbuckled Spencer's seatbelt.

"Ma'am, could you please wait to the keys have been removed from the vehicle before opening any doors?" Ashley bit back a smile and shook her head, bouncing on her feet as she waited for Spencer to get out of the car.

As soon as the student got out of the vehicle she was enveloped in a warm hug. She laughed pleasantly and wrapped her arms around Ashley, eyes closing as the brunette's scent overtook her.

She felt comforted as she felt Ashley's heart beating unsteadily. At least she wasn't the only nervous one. And Ashley had done this before. Well she assumed she had. She wasn't really keen on finding out just now.

"You always smell really good," Spencer told her as she stepped back from the hug. Her face got warm as Ashley looked her up and down, chocolate eyes landing briefly on her lips before jumping back up to meet blue eyes.

The older girl smiled. "I did promise I showered," she teased softly, making Spencer's body tingle and her lips to be otherwise occupied.

Her blushed deepened at her thoughts and she turned away from Ashley and gestured toward the door. "Let's get a table so you can eat." She wondered if Ashley was thinking about kissing her too.

"How many?" The hostess asked with a bright smile.

"Um." Spencer found herself turning to Ashley, finding the brunette wearing a questioning half smile.

"Two," Ashley supplied, smiling at the guilty smile the taller girl sent her way. She didn't want Spencer to feel bad. She understood the blonde was nervous. Hell, she was too!

The hostess' eyes passed between the two girls. "Right this way." She led them to a small, intimate looking table. "Your waiter will be David. Enjoy your meal." She flashed them a quick smile and then was on her way back to the entrance.

Spencer eyed the booth hesitantly, looking around at the plenty of unoccupied, regularly sized booths. "At least our server isn't Katie," she attempted lamely, knowing full well Ashley could see her uncertainty.

Ashley smiled as she sat down, doing her best to ease the tension. "Very true. David sounds like a man name. Kind of up there with Spencer."

The blonde narrowed her eyes jokingly. "I was wondering how long it would take you to make a name joke. I'm impressed. Jen only lasted three minutes," she told Ashley, "and that was because she was taking a sip of water after her bite of steak."

Ashley shrugged. "Well at least I beat some one." She picked up her menu and began looking through it.

"Good evening, ladies," a deep voice interrupted their meal selection process. "My name is David," he pointed to his name tag with his pen, "and I'll be your waiter." Ashley rolled her eyes. Obviously he wasn't just some random guy with a name tag. "Can I start you two off with a drink?"

"Water," they both said, sharing a smile at their shared thought.

"Nothing alcoholic?" he asked disappointed. They didn't know what to make of that.

"No thanks, I'm-" Ashley tried.

"Not 21?" He bent down to Ashley's level. "Don't worry about it, it's on me." He winked and stood back up.

"Um no thanks, I'm 21, and I'm good." _God boys were insufferable,_ Ashley thought, and from the piercing glare Spencer was sending David, she thought so too.

"And you, pretty eyes?"

Spencer sent Ashley a look. "No thanks, just the water we ordered," she said a little forcefully.

"Alright, I'll be right back with those drinks." He gave them a bright smile, accompanied by a wink, then left their table.

"Oh my God!" Spencer complained. "That was ridiculous."

"What, you didn't like him, pretty eyes?" Ashley gave a flirty wink.

The blonde laughed and lightly slapped Ashley's hands. "Please Ash, I almost suffocated from all his cologne. And it was more than a little creepy that he wanted us drunk."

"I guess the food industry refuses to give us good service." Ashley shrugged. Movement at the table behind Spencer caught her eye. "No way," she whispered. "Are you serious?"

"What?" Spencer said anxiously, turning around to see what had gotten Ashley's attention. "Oh shit. No, no no!"

"Spencer? Spencer, it is you. Wow, it's been like what, a month? How have you been?" The girl asked as she came up to their table and sat down next to Spencer at the small booth without permission.

"Oh, yeah, hey Katie. I'm uh, I'm good. You?" She sent Ashley a very desperate look. Ashley stared back with a dumbfounded look on her face.

"I'm great! I wish you would have called me though." Her eyes met Ashley as if she had just noticed the brunette, "Oh hey," she greeted without any enthusiasm. "I see you're still here."

"Yep, just eating dinner with _Spencer _here," she replied with venom. Spencer didn't think she'd ever heard her name said so forcefully.

"Well that's nice that Spence does charity work," Katie purred with a lusty look at the blonde.

Spencer looked helplessly between the two, wordlessly shrugging to Ashley, who maintained her death glare. "Yeah well, she doesn't pick up trash, so you might want to leave."

"Ash," Spencer softly pleaded. She hated fights!

Ashley ignored her. "And it's Spencer to you," she added.

This time Ashley was ignored. "You know Spence," Katie cast a hateful look towards Ashley as she said that, "I've got plenty of room at my table..." She let the offer hang.

The brunette refused to let Spencer see the plea in her eyes. "You can go Spence."

Spencer turned to Ashley in shock. Was she serious?" "Ash?" she questioned.

Katie smiled triumphantly. "Well then it's settled." She grabbed Spencer's arm. "Let's go."

But the blonde refused to budge. "No," she finally spoke up. "I'm here with Ashley. It was nice talking to you Katie, but we'd like to order and eat our dinner." Her insides squirmed happily at the pretty smile Ashley sent her.

"Ok," Katie sighed in disappointment. "But if you change your mind..." She squeezed Spencer's shoulder before walking away.

"Now I know restaurants hate us," Ashley quipped, eyes never leaving Katie's back as she watched the girl head back to her table. She turned back to Spencer. "You really could have gone with her, you know," she said softly.

"Ash," Spencer laughed lightly, not believing what the brunette was doing. "I'm here with you, aren't I?"

Ashley shifted shyly. "Yeah I know, I just was letting you know. It'd be ok."

Spencer reached into her purse. "I got you something."

The older girl looked at her questioningly. "You didn't need to get me anything." She felt guilty she hadn't gotten the blonde anything.

Spencer waved it off. "I wanted to." She pulled out the gift and put it on the table.

Ashley picked up the miniature candle with a big smile, holding it as it if were precious china. "I was supposed to bring the candle," she teased quietly, eyes never leaving Spencer's.

The blonde blushed. "I know, but I saw it and couldn't resist. Besides, you promised me all of Wal Mart," she reminded the girl with a smile.

"That I did." God Ashley really wanted to kiss her! She was finding it hard to remember why they had to stay in this stupid place. She saw Spencer bite her lip shyly and wanted more than ever to lean over the too small booth and kiss her.

"Hey ladies!" David said in a pseudo-suave voice that had Ashley and Spencer sharing an eye roll. "Sorry it took so long. Here are your waters." Spencer jumped up as he knocked a glass over. "Oops, sorry about that, pretty eyes, you just got me all distracted." They exchanged another eye roll.

They put in their orders, dutifully watching David to make sure he didn't manage to stab them with his pen or something. They didn't put it past him.

Spencer smiled as she saw Ashley absently playing with the small candle. She was glad the smaller girl liked it. It wasn't anything big, but Spencer was still hesitant and nervous about giving it to her. The look on Ashley's face and her thanks had made her blush and her stomach flutter, and she had to avoid eye contact in case she randomly got brave in this too public place.

"You look really pretty," Ashley told her suddenly, making her bite her lip as a smile made its way across her face. "Sorry," she laughed nervously, "I'd just been holding that in since you got out of the car."

"Really?" she asked, pleasure lacing her tone. Ashley nodded. "Well thank you. You look pretty too." Her smile widened as they shared a moment.

They were both wearing goofy grins when David brought their food. "Good to see you beautiful ladies smiling." And suddenly the moment was thrown on the ground and stomped on. "Can I get you anything else?"

"No."

"Thank you," Spencer added for Ashley, feeling a little guilty for Ashley's lack of politeness.

"Alright then, I'll be back to check on you," he promised with another wink.

"Please hurry," Ashley remarked sarcastically, eyes closing as Spencer kicked her a little hard. David looked at the brunette questioningly but walked off wordlessly, much to the table's occupant's surprise.

"Sorry," Ashley apologized, "I just am annoyed with him. Can he not leave us alone for two minutes?" she sighed.

Alone. That was the word that stayed with Spencer. But they weren't alone. They were surrounded by a bunch of people. Eating dinner. Together. On a date.

God, why did she go and do that!?

Ashley looked at the blonde with concern. "You alright?" And Spencer didn't like that the brunette had picked up on it so quickly.

"Yeah," she nodded, "I'm fine." Ashley eyed her warily but didn't comment.

"Everything good?" David asked with a big smile.

"God, yes! Everything is fine, ok?" David looked taken aback and sent a questioning look to Spencer before he nodded and quickly walked off.

"Ashley," Spencer chastised. David annoyed her too, but that was no reason to make the poor boy cry.

"What?" she asked, but the guilt had crept into her tone. "I know, ok? I know." Great, now she was in a bad mood.

The taller girl didn't know what to make of it, so she finished her meal in awkward silence, wishing she'd have a refill of water to give her something to do. Somehow she doubted David was coming around anytime soon.

"You all done with your meal?"

Spencer looked up at the unfamiliar voice of a female asked them. "Yeah, we're done, thank you."

"Ok, I'll go get your bill." The new waitress wrote something down. "Is this together or separate?"

Spencer's eyes widened. God, what did she say? Her and Ashley hadn't discussed this. She had the money to pay for her own, but was Ashley planning on paying for both? Was she supposed to pay for Ashleys?

"Uh." The waitress sent her a look that made Spencer feel like she was going crazy, which she probably was.

The blonde quickly looked at Ashley, who was watching her with slight confusion and amusement. "It's to-"

"Separate!" Spencer spat out quickly, staring down at the table, not wanting to see the looks coming from the two other girls.

Separate was hanging out. Together was a date. A date was...concrete. Concrete was permanent. And Spencer?

She watched Ashley look down and avoid eye contact, the hurt coming from the brunette like a loud siren to Spencer's ears.

...Spencer was a coward.

Ashley looked at the candle and put her hand out towards it before thinking better and bringing her hand back to her side. Her hesitant action only increased the awkwardness. She almost wished for David to come back. At least he was a distraction.

The waitress handed them their change. "Alright, thank you ladies, you two have a great night."

The two girls stood up and laid down their tip money, still avoiding eye contact. They walked to the door, hesitating before walking out. Ashley sighed to herself and opened the door, waiting for Spencer to exit.

"Thanks," the blonde whispered, chancing a look a Ashley, who was still avoiding eye contact.

"Sure."

They walked in silence to Spencer's car, both of them desperately wanting the other person to speak, yet knowing the they wouldn't. Spencer dug into her purse for her keys, signally to Ashley that she was about to leave. Letting the smaller girl know that now would be the time to say something.

The blonde felt her heart drop as Ashley got her own keys out, muttered a quick goodbye, then headed to her car. "Ash." They couldn't leave like this.

Ashley turned to Spencer with hurt in her eyes. "Yeah?"

"I'm sorry," she said sincerely.

The older girl shook her head. "I don't want you to be sorry. There's no need to be," she assured her gently.

"Then why do I feel like I should be?"

"I don't know." She shrugged.

They stood in another awkward silence. "Alright, we'll I'm going to go. I had fun tonight Spence."

Spencer frowned. Even her nickname couldn't make things better. "Ashley," she called out suddenly, softly. "You forgot your candle."

Ashley looked at the held up candle and sighed. She reached her hand out and grabbed it. "You need to get a match. The candle is nothing without the match. The match needs to be lit before the candle can truly shine its brightest."

Spencer looked at Ashley quizzically. She didn't think they were talking about candles and matches anymore.

"That match is pretty essential to the candle's being. Without it, it has no purpose," she finished quietly.

And suddenly she understood. She was the match, Ashley the candle. She, in a round-about-way, got what Ashley was saying.

She put her arms on Ashley's shoulders and gave her a sweet kiss on the lips before stepping back. "The match is already lit," she assured the brunette, "it's just waiting to see if it gets blown out."

Had it not been such a serious conversation, she would have laughed at the metaphors. "It won't be," Ashley promised, her eyes hopeful.

"You know you don't have to get me anything in return," Spencer whispered.

"I know." She took a step closer to Spencer and stroked her cheek gently. "You already have something from me."

She did? "What's that?" she asked curiously. She was pretty sure she'd remember getting a gift from the girl.

Ashley shook her head. "You'll find it soon enough." She gave Spencer a small smile and walked to her car.

That night she laid in bed, not caring how stupid she was for not kissing the blonde. Not caring how stupid she was for letting her heart get taken so easily.

Not caring how stupid she was for putting the candle in her bed beside her so she'd be able to sleep.


	14. Parking Lot

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _Geeze guys, I don't think I'll have enough chapters to dedicate to all you wonderful reviewers. I hope you know that if you haven't been mentioned yet, I greatly appreciate every single word you say. I do dedicate each chapter to a different reader, but just know that all these chapters are in honor of you all :) _

_This is definitely a favorite of mine ;)  
_

_I dedicate this chapter to _ **_Palexobsessed_**_._ _I'm glad you liked David and hated Katie lol. That was the intended response. I just couldn't resist not bringing good 'ol Katie back to bug Ashley. And I always like writing an internally debating Spencer. It's a challenge for me to write such confusion, so I enjoy it immensely. And, of course, I love Spencer slowly realizing that Ashley is the one who can help her overcome her fear. After all, Ashley's the only person who can truly make Spencer feel unashamed. Jen does a great job, but it's a completely different thing. So thank you for your lovely review. I apologize for my novel-like response, but your review sparked more writing. Enjoy your chapter :)  
_

_-_

Chapter 14

_Parking Lot  
_

-

Jen was sitting on the couch with an expectant look when Spencer returned. "So?" she asked.

The blonde gave a long sigh and wordlessly sat down beside her roommate.

"That good, huh?" Jen asked sympathetically, hand gently rubbing the girl's arm.

Spencer leaned forward and put her face in her hands and groaned. "Ugh, I just...It was great at first, all fun and totally no pressure and then..." She gave another sigh. "Then the waitress asked if the bill was together or separate, and I freaked out."

Jen squeezed her arm. "It's ok Spence." The blonde looked up from her hands with a doubtful expression. "I know I say that a lot, but it is. It can't be easy for you. No one expects you to be totally ok with everything in one day. You have to be reasonable."

"I know, I just-" she leaned her weight into Jen. "I just want to be ready. So damn much, that it hurts!"

She looked at her friend so Jen could see her desperation. "And I know I'm killing Ashley. God, I feel so horrible. I'm just dragging her along, expecting her to wait for me to be ready. It's amazing she hasn't gotten tired of me yet."

"I don't think that's possible," Jen said with a gentle smile. "Ashley's pretty determined when it came to you. Hell, she came over all the time in hopes of seeing you, and that was before she knew you liked her." She pinched the blonde's cheek fondly.

Spencer sent her friend a grateful smile. "You always know what to say."

"Nah," Jen shook her head, "I just tell you what you're already thinking but are too dumb to admit out loud." She gave the taller girl a cheeky grin which was easily reciprocated.

"Spence," Jen said after a moment of silence, causing the blonde to look at her with interest. "You need time. Ashley understands that. Just-" she paused. "Just be fair to her, ok? Above all else she's our friend, and she deserves better."

Spencer nodded thoughtfully, taking in Jen's wise words. "If I didn't think you were beyond ready, Spence, I wouldn't be pushing this so much. And even more than that, if I didn't know you liked Ashley so much, I wouldn't be having this talk with you at all. But I know you do, and Ashley does too, but maybe...maybe you should let her know again."

The blonde looked at Jen with question. "What do you mean?"

"Ashley's strong, but she's not unbreakable." Spencer went to interrupt, but Jen beat her to it. "Don't be the one to break her," she advised, and the blonde heard the sublte plea in her words.

She nodded with small smile and hugged Jen close. Her roommate gave her a loud kiss to her cheek, making them both laugh lightly and squeeze tighter. "Doesn't do anything for me," Spencer teased as she stood up.

Jen looked at her happily. This was the first time they'd openly made a reference to Spencer's...well, you know. "You couldn't handle the real thing, Carlin," Jen retorted smugly, giving Spencer another loud kiss before smacking the blonde's butt and running to the kitchen for a drink.

Spencer turned down Jen's drink offer and stared at her keys, lost in thought. "Spence?" Jen called out curiously to her entranced friend.

"I'll be back," she said suddenly, grabbing her keys and heading for the door.

"Hey!" the brunette yelled, "where are you going?"

"Wal Mart," the blonde responded vaguely, ignoring the annoyed scoff Jen let out. She was on a mission and couldn't be distracted.

---

"You sure you only want one?" the cashier asked.

"Yeah," the blonde replied, slightly annoyed that her purchase was being questioned. Money was money!

"There is a buy one get one sale," he offered.

"No thanks," she said firmly, "I just need one."

"You could give the other one to some one."

"One is fine!" she stressed with obvious annoyance.

"You su-" he cut himself off at the slight glare. "Ok, your total is $7.55." He handed the proper change to the blonde. "Have a nice night."

"You too," Spencer mumbled politely, grabbing her back and walking away.

"The sale lasts til tomorrow," he attempted one last time, but the blonde had turned her back on him, obviously dismissing him.

She drove with purpose down the street, faster than she normally would, but not particularly caring. Well unless she got a ticket. Then she might care a little.

Mile marker after mile marker whizzed by in a blur, becoming insignificant as she focused for the mile she cared about. Spencer exited and made a right turn, driving the familiar path to a familiar apartment. As she got closer to her destination, she felt nervous, but it was outweighed by the giddiness sitting low in her stomach.

She stopped at the modest apartment complex, mentally composing herself before she parked and walked to the door before she could talk herself out of anything.

With the items shifted in one hand, the student gave one hesitant knock before rolling her eyes at herself and knocking louder. She waited anxiously, butterflies fluttering more with each passing moment. She listened intently for any sound of life behind the door.

Nothing.

With a resigned sigh, she leaned back against the door for a moment. She hadn't expected Ashley not to answer. She seemed to expect a lot out of the brunette when it came to her; expected her to be patient, understanding, ready to hang out on the blonde's terms. Spencer shook her head. There was no point dwelling on that.

She put the items by the door, knowing that nothing else was needed. Ashley would understand. She refused to stare longingly at the door any longer. The blonde got into her car and drove, refusing to feel somehow disappointed in the brunette.

---

Ashley groggily made her way through her apartment to her door. The faint knocking noise took long to process, and though she couldn't hear anymore noise, she'd hoped the person behind the door hadn't left. It was obviously important if they were knocking this late.

Either that, or it was Mrs. Baker looking for one of her cats again that had managed to escape. Personally, Ashley didn't blame the cats. She'd try escaping multiple times too if she was forced to live with the crazy lady. Mrs. Baker was obsessed with two things; cats, and putting ugly, uncomfortable looking clothes on said cats.

She looked out the peephole, frowning in confusion when she didn't see anyone. Briefly considering the idea of a midget knocking at her door, though she didn't think any lived in her complex, she opened the door and looked down.

And then she lost her breath.

Sitting on the welcome mat, in front of the door, was another candle, the exact larger version of the miniature one she had from Spencer, except for one significant, heart-stopping difference.

This one was lit, a box of matches sitting beside it.

A bright smile covered Ashley's face, and her eyes lit up in complete exuberance. _Spencer_, she thought with an even bigger grin.

She grabbed the candle and matches and ran inside to her phone, haphazardly throwing the candle on a counter, forgoing any thoughts of a fire. She gave it a quick glance, making sure the flame was still contained in the glass, before turning her attention to her phone.

"_Hello_?"

"When?" was all she managed out.

"_So you saw it_?" the blonde asked softly, not needing to be told what Ashley was referring to.

Ashley nodded. "Yeah," she said in a low tone, her throat not capable of making any louder sounds. "When did you do it?" she repeated.  
_  
"About twenty minutes ago. You didn't answer, so I figured you were out_."

"You didn't see my car?" Ashley asked in slight amusement.

"_Oh_," Spencer said lamely. "_I didn't think_-"

Ashley shook her head. "It doesn't matter. Where are you?" Not that it mattered. The brunette wouldn't hesitate to drive to Spencer's place.

"_Honestly?_" the taller girl asked.

Ashley gave a small laugh. "Of course."

"_The entrance to your complex_," she admitted sheepishly.

She was close! Ashley's heart sped up anxiously. "Ok. Just- just don't go, ok?" Ashley pleaded. "Just stay there!"

Spencer frowned in confusion at the movement she heard in the background. "_Ash?_" she said hesitantly. "_What's going on? Was that a door I heard? Ashley?_" she said again after no response.

"Sorry," Ashley answered quickly, "I'm here." She sounded out of breath.

Concern filled the blonde's voice. "_Are you ok? You sound_-" her words were cut off as she spotted the girl swiftly walking over to her.

"Hey," Ashley said shyly, smiling softly as she realized she had said that into the phone even though she was right next to the girl.

Spencer shared a smile and hung up the phone, nervousness increasing tenfold at the beautiful girl's presence. "Hey," she echoed softly.

They locked eyes for a moment before the blonde shook her head with an amused smile and got out of the car. "Hey," she said again, more shy now that she could feel the warmth from Ashley. Her eyes found interest in the cute slippers the older girl had on and she smiled at the cuteness.

"You said that already," Ashley reminded with a teasing smile, her voice cracking slightly at the intense stare from the blue eyes in front of her.

Spencer looked at Ashley longingly, feeling her body physically ache to touch her. "Yeah." She bit her lip and took a step closer, seeing the brunette swallow thickly. "I uh- I...well..." She looked up to the sky and sighed. Of all the times for words to fail her.

"Oh yeah?" the smaller girl said with a soft smile, bringing Spencer's eyes back to hers. "Me too." The blonde's mouth quirked in a smile.

She swallowed down her nervousness and leaned into Ashley, arms wrapping firmly around the girl's soft form. A rapid heartbeat beat against her chest, and it comforted her that she couldn't tell if it was Ashley's or her own. Probably both.

At the brunette's broken sigh, she squeezed tighter and pressed her forehead into the warm neck, inhaling the comforting scent, hoping the security she felt in Ashley's arms was the same the girl felt in hers.

She pulled back slightly and met chocolate eyes with her own, seeing the smile light them even more beautifully. A hesitant hand made its way to a flawless cheek, gently stroking the soft skin. Ashley's eyes fluttered close as she leaned into the hand, pressing a soft kiss into the palm, making the blonde smile. Warm breath tickled her cheek, making her eyes quickly open in surprise.

Spencer leaned in a fraction more, stopping a breath away from making contact. "That's two gifts to one. You owe me," she whispered flirtatiously.

"I think I can do that," Ashley breathed out, watching blue eyes be covered by eyelids as the blonde leaned in, finally putting them out of their misery.

Their lips met softly, almost hesitantly, as if they couldn't believe they were finally kissing. Ashley pressed into Spencer's warm weight, pushing her gently into the car, lips smiling but never parting. Spencer's hands left heated trails as they made a path from the older girl's neck to her hips, holding her gently but firmly in place.

Ashley's hands rested in soft blonde tresses, squeezing tighter as Spencer pressed their hips together. The kiss paused, and she opened her eyes slightly to see Spencer biting back a smile. The young girl pressed a quick peck to Ashley's lips before bringing her in for a fuller kiss.

A warm tongue traced her lips, and she gasped in pleasant surprise and opened to accept it. Her body jolted at the low, husky moan Ashley made as her tongue met Spencer's, her hips thrusting forward on instinct, sending pleasure shooting low to her core.

Hands began moving more frantically, not content to stay in soft hair and warm hips. Legs parted, allowing Ashley to fill the space and press a tingling leg to Spencer's center. "Mmm Ash," the blonde moaned huskily, her voice alone sending molten heat throughout Ashley's body. She moved restlessly against the thigh pressed against her, desperate to do anything to ease the ache there.

"Fuck Spence." Ashley's eyes rolled back as the taller girl grinded against her leg, kiss becoming hotter and more desperate as they became more aroused. "Spence," she husked when the blonde sucked on her tongue, giving a last kiss before trailing kisses across her jaw, down to her neck.

"God you smell good," Spencer breathed heavily as she placed light kisses on the perfect, tanned neck, teeth nipping the soft skin. Ashley's curses and heavy breaths urged her on.

"Spence...you're gonna- gonna kill me," she managed brokenly, not sounded upset at this prospect at all.

The blonde smiled into the neck and placed gentle kisses there, despite her body protesting. She trailed back up the to Ashley's mouth, pressing a soft kiss, sealing the harsh breaths coming from her. She pressed her forehead against the older girl, breathing heavily to regain rationality, trying not to moan in protest as Ashley removed her wicked thigh from Spencer's center.

Ashley stared at Spencer with dark eyes. "Fuck. What a way to die." Spencer laughed between deep breaths, nodding her agreement into Ashley. The girl stepped back and looked around. "What's with you and parking lots?" she asked in amusement.

Spencer laughed lightly and shrugged. "Something about parallel white lines sets me off."

"I'll keep that in mind," she promised. "So," she said with slight nervousness, "you want to come inside?" Spencer raised her eyebrows. Realization dawned. "Oh! God no! Not for that!" she rushed to assure. "I meant to talk!

"Uh huh," the blonde teased in disbelief, "sure you did."

Ashley looked at Spencer pleadingly. "I promise."

Spencer kissed her cheek. "I know, Ash." The brunette's smile didn't go unnoticed.

Ashley grabbed her hand, smiling stupidly in response to Spencer's, and led them to her apartment, feeling lighter then she had in years.

"You know," Ashley said as they got comfortable on her couch, "I'm starting to feel like my gifts are repetitive."

"Nuh uh," Spencer shook her head. "This one was a real sized candle. With matches!"

"_And_ matches!?" Ashley said incredulously, smiling as the blonde nudged her. "Lucky me."

"Not just anyone gets Wal Mart candles," the taller girl assured her with confidence. "Only the select few."

The brunette didn't say anything, instead opting to lean over and press a firm kiss against Spencer's lips.

"What was that for?" she asked in pleasant surprise. Ashley shrugged. Spencer smiled and pressed her own kiss to Ashley's warm mouth.

"What was that for?" she teasingly echoed.

"Because I couldn't resist." Spencer softly stroked Ashley's cheek. "You're incredible, you know that?" she said softly. "Just so beautiful."

"Thank you," Ashley whispered, eyes slightly shaking.

This time Spencer shrugged lightly. "It's true," she urged. "You've told me before. I just wanted you to know that you are beautiful too. So much more than you can ever realize."

"Spence," Ashley said sweetly, feeling her heart thud loudly in her chest.

They shared a soft kiss, expressing more in that action than they ever could any other way. When the pulled apart, both of their pulses had sped up.

"So what was my gift?"

"You still haven't figured it out?" Ashley asked with surprise. She was pretty sure it was obvious.

Spencer shook her head. "I don't remember you giving me anything."

The older girl grabbed Spencer's hand, meeting her eyes lovingly before she put the warm hand over her quickly beating heart. "I don't remember giving you it either." Beautiful ocean eyes widened, and she heard a soft gasp as the words struck the blonde. "I just...know that its yours."

Spencer's eyes met Ashley's. "Ash, I..." She didn't know what to say. Ashley had rendered her utterly speechless.

Ashley smiled softly and shook her head. "It's yours, I'm not asking for it back. Maybe I didn't remember giving it because it was yours all along." She gave a light, nervous laugh. "You know, if you want it," she hastened to add.

In response, the blonde pressed her lips to Ashley's saying with her mouth what she couldn't yet with words, swallowing any more heavy words Ashley might say. She was ready, just not for that...not yet. Ashley kissed her back softly, showing Spencer that she understood and she wasn't mad. This, right now, was enough. It was enough that Spencer knew.

They kept the kiss gentle, parting with a soft gasp as they held each other close, basking in warm bodies and rapidly beating hearts.

In the background, the candle lit the small kitchen, flame stronger than ever.


	15. Your Aunt Died

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _You put me over 200 reviews!!!!!! Oh my gosh, you are all getting hugs. I'm sorry if you don't like that, but you've earned it. You'll never know how much I appreciate all the wonderful words. This A/N doesn't even come close to how happy I am :)_

_Sooo, I know I said last chapter was my favorite...but I'm leaning more towards this chapter as my favorite. Again, I am biased because it is my story, so I think you will just have to let me know ;) And holy crap, this has 7,900+ words! Wow, I was on a writing roll lol.  
_

_I dedicate this chapter to _**_xwpblue_**_. Don't worry, your secret is safe with me! And hey, no one said being tough means you can't get fuzzies. I say, if you don't get warm and fuzzy from some things in life, they you've probably never experienced them. And I'm glad you experience that feeling with my story :) This warm, fuzzy chapter is dedicated to you!! May it have you smiling the whole way through.__  
_

_-_

Chapter 15

_Your Aunt Died  
_

-

Spencer was smiling the whole drive home, the aftermath of her visit with Ashley still fresh in her mind; the feel of the brunette's mouth still warming her. She had told Ashley she needed to go at least 10 times, leaving an hour and a half later than she'd planned. Not that she minded. Ashley was very good at keeping her distracted, and the blonde had a new appreciation for couches, or, at the very least, Ashley's couch.

Any chances of her smile going away was diminished as Spencer's phone vibrated with a message saying, _I miss you already :(_

She laughed lightly, but couldn't help but share the older girl's sentiments. Spencer missed Ashley too, and had she not had school the next day, she would have turned around and gone back to her house. She'd never dreaded school so much. And even though Ashley had done a very, _very_ good job trying to convince the blonde to skip - something that had Spencer blushing at the memory - she was insistent about going back.

The teacher droned on about the 15th century, a topic the blonde could not get into even if she wanted to. She absently doodled on her notebook, waiting impatiently for Ashley's response to her last message.

"Spencer Carlin?" the teacher's monotone voice said with questioning inflection, grabbing the blonde's attention - and the rest of the class'.

Spencer raised her hand un-surely. "Y-yes sir?"

"It appears there has been a death in your family."

Spencer gasped. Who was it? She didn't know anyone was sick. She racked her brain to think who it was. "D-did they say who?" she responded quietly, doing her best to maintain her composure.

He nodded grimly. "I'm afraid it is your aunt Jemima." Some students giggled before instantly turning quiet, feeling guilty.

The blonde stared at him questioningly. "Who?" she asked in confusion. She didn't have an Aunt Jemima...at least not that she knew of.

"Aunt Jemima," he repeated. "Your cousin is here to come get you." He gestured to the door.

The student followed his direction to the door and was taken aback. Standing in the doorway, with watery eyes and a brave smile, was none other than Ashley.

"Oh...yes, of course." Spencer refused to make eye contact with the brunette. She knew she'd start laughing if she did.

"Uncle Fester is waiting in the car," Ashley said sadly, pulling out a tissue and loudly blowing her nose.

Spencer's teacher flinched in disgust at the sound but stepped over to awkwardly comfort the older girl. "Death, I'm afraid, is inevitable." Ashley nodded and gave another sniff. "Ms. Carlin," he addressed the blonde, "you are, of course, exempt from the assignments for the week. I will catch up with you when you return, and I'm sorry for your loss."

"Thank you," Spencer nodded her head appreciatively. "It was so unexpected. I still don't think this is real." She sent a significant glance to Ashley, who ducked her head to hide her smile.

Her classmates offered words of comfort as she walked by them to the door way. "Good bye, Dr. Hamilton, and thank you."

He nodded firmly, his normal expression twisted into one of pity. "Of course, Ms. Carlin."

Ashley threw her arms dramatically around Spencer and held her tightly, letting out a loud cry. Spencer pinched her in warning, letting the brunette know she might be overdoing it a _little_ bit. She felt Ashley smile into her neck.

"Let's go Spencer." Ashley wiped her face and then grabbed the blonde's hand and pulled her to the hallway.

They remained silent as they made their way through the quiet hallway of the building. As soon as they were outside, Spencer abruptly stopped. "Seriously?" she asked in amusement. "Aunt Jemima? Uncle Fester?"

Ashley appeared sheepish. "They were the first names that popped in my head. Besides, Hammy had no idea it was made up."

"Hammy? Oh, my teacher. Well maybe not, but you picked the worst names ever; a syrup company and the Addams Family? Real original," she teased.

The smaller girl shrugged. "Worked, didn't it? Besides, that was more fun than Aunt Debbie and Uncle Steve."

Spencer laughed. "Those are like the most common names. Everyone has an Aunt Debbie and an Uncle Steve."

"Well you could always go back inside," Ashley offered.

Spencer bit her lip, realizing she was being a little ungrateful. "No, this is good." She gave Ashley a smile.

"Good! Now-" Ashley paused and looked around.

The blonde mimicked her actions. "What?" she asked upon seeing no one.

"This," Ashley said, and then swiftly pecked Spencer on the lips, pulling back with a pretty smile.

"What was that again?"

Ashley rolled her eyes in humor. "Nope, no more." She laughed at Spencer's pout, but shook her head. "Nope, sorry, all out."

"That's fine," Spencer replied casually, walking down the steps to her car. "See ya Ashley. Thanks for getting me out of school." She threw a wave back to the brunette.

The older girl stared at Spencer with amusement. So she wanted to play this way? "Bye Spence." She sat down on the steps and waited, but the blonde kept walking, not even glancing back.

Ashley still sat, knowing that Spencer had to turn around. She wouldn't last long before she turned back towards Ashley.

Still Spencer didn't stop.

"Spence?" Ashley called out hesitantly.

The blonde threw her hand up in a wave, and Ashley could picture the smirk Spencer was sporting. "Spencer Carlin, you get your ass back here!" she yelled.

The student stopped and turned around, giving Ashley a wink before heading to her car. "That's it!" Ashley said to herself as she got up and took off running after the blonde. If Spencer wanted to do it the hard way, then that's how it was going to be done.

She gained speed, adrenaline mixing with excitement as she got closer to the blonde. She frowned briefly as Spencer disappeared behind a corner. As she got to the corner where Spencer had turned, she looked around questioningly. "Where the hell did she go?" she asked the air as she caught her breath. "Spence?"

A hand suddenly shot out and grabbed her, pulling her between a small gap in the buildings. "Holy fuck!" Ashley put a hand to her chest as she found Spencer wearing a shit eating grin. "Fuck Spencer, don't do that to me!"

The blonde had the decency to appear chastised, but the smile was still there. "Looking for me?" she asked coyly, her blue eyes lit with amusement and something else that excited the brunette.

Though she wasn't scared out of her mind anymore, Ashley's heart still beat fast at the look Spencer was giving her. It warmed Ashley. She didn't know the blonde would be so brave during the day. "Maybe." She stepped closer and put her arms around the girl's waist.

"Found me," Spencer whispered huskily, leaning forward to bring their lips milimeters apart.

Ashley's heart thudded at the cocky smile the blonde was wearing. God she loved this Spencer! She took another step and pressed a light kiss to the corner of Spencer's mouth.

"You know," the blonde said softly, eyes a deep shade of blue, "I don't normally kiss my cousins."

"You're cousins have never been this hot," Ashley retorted lightly.

Spencer gave a light laugh and then pressed her mouth to Ashley's. "Thank God. That could have caused some problems."

"Less talking, more kissing," Ashley instructed as she leaned into Spencer, pressing her gently against the brick wall of the building.

"Thought you didn't have anymore kisses left?" the taller girl teased with a satisfied smile. She wrapped hands around Ashley's neck, playing with the soft curls.

"I was- fuck this Spence," Ashley growled impatiently, "just kiss me."

Instead of answering, the blonde brought her mouth fully to Ashley's, sighing softly into the kiss. The brunette's warm hands made their way around to Spencer's back, gently stroking exposed skin. In response, Spencer pulled Ashley's fuller against her, their bodies as close as they could get.

Spencer's tongue touched Ashley's, and the brunette made a keeling noise and pressed against the taller girl. The blonde grunted a little as her back was pressed hard into the brick. She pulled back from Ashley's lips with a giggle.

"Sorry," Ashley laughed with a little embarrassment.

"It's ok," Spencer assured her with a smile. "It just caught me by surprise."

"Well now you know how I feel every time I kiss you." Ashley gave her a light kiss.

Spencer took Ashley's hand and put it to her heart. The brunette met her eyes and smiled at the quick beat. "Now you know how I feel every time you kiss me."

"We're so cheesy," Ashley commented as she grabbed the blonde's hand and pulled them towards her car.

"Nah," Spencer shook her head, "just you." She stuck her tongue out at the smaller girl. "Besides, you were the one chasing after me. How cliché." She shook her head disapprovingly.

"Yeah, but look at all the times you've fallen for me. And the candles you've given me."

Spencer raised her eyebrows. "I do recall being offered Wal Mart."

Ashley smiled and threw her hands up in surrender. "You win."

"Good. Now what's on the agenda today, oh kidnapper of mine?"

"Hmm," the brunette replied thoughtfully. "You hungry?"

Spencer nodded enthusiastically. "Yes!"

"Ok," Ashley laughed, poking Spencer in the stomach, "where do you want to go?" The student shrugged. "Ok," Ashley repeated, "well how about Applebee's?"

Spencer nodded, feeling a little nervous suddenly. She realized what this was; a second attempt at a date. And although it wasn't as formal as most dates, she still couldn't help feeling anxious.

Ashley must have sense the blonde's hesitation because she put a hand on Spencer's shoulder and said, "No pressure, Spencer." Spencer met Ashley's eyes and nodded gratefully, offerening a smile ful of gratitude. "I have plenty of time, Spence. And I know you're worth it."

Spencer smiled brightly and gave Ashley a sweet kiss on her forehead. "Thank you," she whispered. "That means a lot. I want this," she assured her. "Want us."

The smaller girl smiled happily and nodded. "Me too," she said happily, interlocking their fingers and swaing their hands back in forth, making Spencer laugh at Ashley's infectious silliness.

It had been great so far, no Katie or David to ruin the meal. Ashley had been estatic to see that their water was named Zack, a name on the complete other side of the alphabet from either annoying person.

"Had I known that I would have had to deal with Katie and David, I would have taken him up on his offer of alcohol." Ashley took a sip of her drink.

Spencer laughed. "Had I known, I would have thrown the candle at them."

Ashley gasped in mock horror. "You would have wasted _my_ candle?" she said in appallment.

"Desperate times call for desperate measures. Besides," Spencer said, "you got another one, this time I even lit it."

"Yeah, but you," Ashley pointed a fork at her, "didn't have to sit and watch Katie drool over you. That was the second time I was subjected to that. It didn't get any easier."

The blonde regarded Ashley with interest. "Really? Even the first time we hung out?" Spencer was surprised. She never suspected Ashley liked her way back then.

The brunette looked down in embarrassment, finding great interest in her straw paper. "Yeah," she admitted softly. She looked up and found Spencer smiling widly. "It wasn't a big deal."

Spencer kept smiling. "I'm serious Spence, I just thought you were cool." The blonde raised her eyebrows. "Seriously," Ashley urged, "just a little itty bitty crush." She demonstrated the amount with her fingers.

"Of course it was," Spencer agreed with a smug smile.

"And what about you?" Ashley turned on her.

The blonde paused mid sip of her drink. "What do you mean?"

This time Ashley had a knowing smile. "Who was the one who was all clumsy around me?" Spencer went to speak up. "And who was scared to hug me? And freaked out when I asked for their number?"

"Hey, that was-"

"And practiced in front of the mirror?" Ashley continued.

Spencer sat up. "I'm going to kill Jen!" she said angrily, though it was belied by her mortification that Ashley knew.

The brunette smiled sweetly. "I think it's cute." She rubbed Spencer's hand lightly.

"God I was awful," Spencer moaned into her arms.

"Nah," Ashley smiled, "just nervous. Hell, I was too."

The taller girl looked up. "You were?" she asked in disbelief.

"Of course. God, I was so nervous" Ashley said fondly. "I couldn't tell what you were thinking, so I didn't know how to act. And getting you to admit anything was like pulling teeth."

Spencer laughed sheepishly. Jen often complained about the same thing. "Sorry." Ashley waved it off. "I just didn't know what to do around you. You made me completely incoherent. You still do sometimes."

Ashley smiled into her water. "Right back at you, Ms. Carlin."

"God, I can't believe Jen told you I practiced in front of the mirror!"

The older girl laughed. "It's not _that_ big of a deal. I just thought it was cute." She gave Spencer a smile. "Besides, Jen has a way of showing people their stupidity."

They shared a laugh. "That's very true," Spencer agreed with a nod. "She also has a way of completely stunning you with how smart she is. I can't even begin to count the number of times she helped me with you." Ashley's eyes raised in interest.

Spencer leaned back as she recalled her conversations with her roommate. "Jen is the type of person who isn't afraid to be real, and that's what I needed. Even when I was so afraid of everything that was happening with you, she was always their to encourage me."

Ashley smiled fondly. "I'm glad she did. But you were always brave, Jen didn't change that."

"No she didn't," Spencer agreed, "but she was nice enough to kick me in the ass about it." She gave a small laugh. "She didn't once judge me or make me think that it was wrong. She just kept pushing me towards you. Jen knew what I wanted even before I was willing to admit it."

The blonde locked eyes with Ashley, her heart beating strongly at the intense look she gave off. She knew Ashley wanted to kiss her, and God did she want her to kiss her. But now was not the place. Instead, Spencer put a brave hand on Ashley's and gave a firm squeeze, eyes communicating their shared desire.

"I think Jen deserves some serious thanks. Does she accept cash?" Ashley asked.

Spencer laughed. "You know she does. Remember her stealing your change?"

Ashley chuckled in memory. "I was glad to let her keep it if it meant she left us alone."

The blonde looked down sheepishly. "Yeah, about that...I'm so sorry I kept inviting her...well to everything."

"There's no need to be sorry. Like I said, no pressure. I understood, I really did," she assured the girl. "And even though I was getting frustrated at times, I knew it would be worth it. And it was." She looked at Spencer. "It is." The blonde bit her lip and looked down shyly.

As Zack brought the check and Spencer smiled at Ashley, signaling it was ok to pay together, the brunette couldn't help but exit Applebee's with a huge smile.

Not only had Spencer agreed to go out with her, but the blonde had talked openly about her feelings and didn't bring any hesitation up about her paying for the meal. And although they hadn't officially defined their relationship, Ashley couldn't help but feel extremely optimistic about it.

She smiled as Spencer squeezed her hand in the car. She thought she might regret telling Spencer she had her heart. But here, in the car, with Spencer's warm hand in hers, she couldn't even begin to have any sort of regrets. Afterall, it was only a matter of time before the blonde gave her hers. And as Ashley told Spencer, she had plenty of time.

It was just getting harder and harder to hold back the words as she could see how comfortable Spencer was getting with their relationship. Ashley really didn't want to be the one to send the blonde running again. She did seem to have that unique ability. But she was afraid that she would just blurt it out at the girl, and that was something she did not want to happen. Not til she was more sure of Spencer's feelings.

"What's got you thinking so hard?" Spencer interrupted her thoughts.

"Huh?"

"What are you thinking about?" she rephrased.

"You." Ashley smiled seductively.

The blonde gave a laugh, smiling as Ashley frowned slightly. "Really?" Ashley nodded. "Well why think about me when you have the real thing in front of you?" she whispered, stroking Ashley's cheek.

The brunette's breathing got heavier as she leaned into the touch. "That's cheating Spencer," she pouted.

She crossed her arms. "How so?"

"Because," Ashley whined, "I'm driving!"

Spencer dropped her hand to Ashley's thigh. "Spence!" the smaller girl groaned. "Ugh, that's so not fair!"

Spencer laughed evilly and removed her hand. "No wait, I change my mind, it's totally fair," Ashley said swiftly, wanting the soft hand back on her thigh. It was torture, but Ashley wouldn't mind it at all. "Please?" She stuck out her lower lip.

The student patted her cheek fondly. "You'll be ok," she assured her in a baby voice.

Ashley threw her a sideways glance. "That's easy for you to say. It wasn't your thigh," she grumbled grumpily.

Spencer leaned over and kissed her on the cheek. "Be nice, Ash," she admonished gently.

Ashley ducked her head. "Yes Ms. Spencer," she said in a childish voice, causing Spencer to laugh and roll her eyes.

The older girl got unusually quiet, and Spencer looked at her curiously. "What's wrong?" she asked.

In answer Ashley looked up and Spencer saw that they had arrived back at her school. "Oh." She gave Ashley an unsure smile. "Do you want to come back to my apartment?" she offered suddenly, surprising even herself by the brave question.

Ashley looked up in pleasant surprise. "Really?" Spencer nodded. "Yeah!" she said excitedly. "You want to get your car?"

The blonde hesitated. "Why don't you just drive? We can always come back," she suggested, and Ashley smiled as she caught the meaning.

"Ok." Her smile widened as she pulled out of the parking lot and drove to Spencer's.

"So is Jen here?" Ashley asked casually as they pulled up.

Spencer rolled her eyes in amusement at the brunette's unsubtle question. "Yeah, she is."

"Oh." Her disappointment was evident. "Well that's good," she muttered unconvincingly.

The blonde rolled her eyes and pulled Ashley inside. "Hey Jen!" she called out to her roommate.

"Hey Carlin, why are you home so-Ashley?" Jen said in surprise. "Uh, not that I mind, but what are you doing here?" She eyed Spencer and smiled. "You little devil you."

Spencer blushed and ignored her. "Yeah, well my Aunt Jemima died so I got out of school early."

Jen raised her eyebrows at the laugh Ashley gave. "Oh she did? Of what, high blood sugar?" Ashley rolled back her head and laughed.

The student shook her head at their lameness. "I don't know. My cousin," she shot a look at Ashley, "didn't say."

Jen walked over and patted Ashley on the back. "Way to go Ash! I'm proud of you. Spencer needs a little corrupting." She looked between the two and smiled evilly. "Of the scholarly kind, I mean."

Spencer blushed deeply. "Jen!" she moaned in embarrassment. She looked to Ashley and saw the brunette was looking firmly at her shoes, an unreadable look on her face.

"What? Get your mind out of the gutter," she chastised as she grabbed the chips off the table and noisily began eating.

The blonde turned to Ashley and cast her a forlorn look. "Remind me why we came here."

Ashley smiled and put a hand on Spencer's shoulder. "So we could hang with Jen? Remember, you like doing that."

Spencer took in the wicked gleam in the girl's eyes. "So you too, huh?" Ashley looked away with a guilty smile, sharing an air five with Jen.

"So what are we going to do?" Jen asked, not bothering to finish chewing her food before speaking.

The young girl scrunched her face in disgust over her roommate's lack of manners. "We could play a game," she suggested. She looked at Ashley, who shrugged. "Ok, game it is. What game? No," she said firmly to Jen, "no strip poker."

Jen scoffed. "It's not like you'd mind," she grumbled, unhappy that her idea was shot down so quickly.

Spencer rolled her eyes. "Actually I would. I'd rather not have to deal with the mental image of your naked body every time I see you."

"That's going with the impression that I'd lose, Carlin." Jen walked over to Spencer and bent to her ear. "I wouldn't," she said confidently.

"Sorry," the blonde said insincerely, "this body is reserved." She hit Jen at the purposeful look her roommate gave to Ashley. The brunette, once again, chose to avoid eye contact and look around the room.

---

They decided on Monopoly, but it didn't last very long as neither girl wanted to be subjected to Jen's horrible winning attitude any longer.

"You're just jealous 'cause I'm a Monopoly queen. Eat my property, bitches!" Jen shouted as she threw her money on the ground.

Spencer turned to Ashley. "And she wonders why we've tried to quit three times already."

Ashley remained silent but nodded her agreement, though she secretly thought Jen's comments were extremely hilarious.

"Ok, well as much as I know we'd love to be sold into slavery to pay for what we owe you, I think we're going to go." Spencer stood up and watched Ashely follow suit.

"Where are you going?" Jen said sadly. She wasn't done kicking ass!

"My car is still at school, so Ashley is taking me to get it." Ashley nodded along with the plan. "What?" she said at the disbelieving look her roommate sent her.

Jen shook her head. "Nothing. So since you're getting your car, you'll be back in like twenty minutes?"

Spencer shared a look with Ashley before she turned back to Jen. She hated how Jen could figure her out so easily. "Uh..."

"You never know what traffic will be like," Ashley jumped in quickly, feeling Spencer gently touch her back in appreciation at the save.

"Yeah," Jen agreed too easily, "it does get super busy at ten at night."

They were busted, and there was no way getting around it. "Look, mom, I'll be back, ok?"

Jen stood up and hugged Spencer tightly, letting out a loud cry. "You just grow up so fast Spency!" She gave her a wet kiss on the cheek which the blonde quickly wiped off.

"Bye Jen!" Ashley called out as she was pulled out the door. "Nice hanging with you!"

"You too, but I think you'll have more fun now!" was the reply heard through the door.

Ashley quickly looked away from Spencer. Jen had even managed to embarrass Ashley, and that was something that did not happen often.

Spencer nudged Ashley. "Just ignore her, it's what I normally do. Not that it works, but what else can you do?" She shrugged and got into Ashley's car.

"I always have fun hanging out with Jen," Ashley assured her.

"But?" Spencer supplied.

Ashley smiled. "That's it. I love Jen."

Spencer smiled brightly. "I'm glad you get along with her so well. It really means a lot that you can hang out with or without me."

The older girl returned the smile and pulled out of the complex. She wasn't really sure where she was going. All she knew was that she most definitely was NOT going to the school, at least not yet. She felt giddy and couldn't help but be reminded of her teen years when she'd drive to random places to make out with whoever she was with. She looked at Spencer and smiled in anticipation.

"What?" the blonde asked softly.

Ashley shook her head and smiled wider. "Just thinking about where to go."

Spencer thought for a moment. "Well most places are going to be closed after nine. We could go back to your place," she suggested quietly, feeling her insides squirm nervously at her bold statement.

The squirming intensified as Ashley's eyes met hers. "Yeah," she nodded slightly, her tone overly casual, "we could do that."

She entered the highway, feeling slightly on edge as they sat in a tension filled silence. Her apartment couldn't come fast enough. She inwardly cursed herself for how far away she lived from Spencer's. It hadn't really been an issue, but now that she was ready to be there alone with Spencer, it seemed that much further.

"Ashley," Spencer laughed, "you can slow down."

Ashley looked down to the speedometer and saw she was doing 90 in a 65. She threw her head back and laughed heavily, the tension effectively leaving the car. "I'm sorry."

Once she recovered from her laughter, Spencer said, "It's ok, I just didn't think you wanted to ramp the dip in the road."

The smaller girl smiled and pushed Spencer gently. "I just like to see how fast my car can go before it explodes."

"Well you did it. I think we successfully broke Mach 3." Ashley just rolled her eyes with a chuckle, making sure to slow down to at leat 70.

Even though Ashley slowed down significantly, they still made it to her apartment in record time. Spencer still felt she was a lot safer with Ashley behind the wheel than her roommate.

"Well at least we didn't have to find out if your airbags worked," she quipped with a smile.

"I'm accident free, thank you very much," Ashley answered indignantly, stepping out of the car with dramatic haughtiness, though she quickly mimicked the motion of 'knocking on wood.'

Spencer rolled her eyes again and pushed Ashley through the door. "Come on Ash."

Ashley stopped abruptly and turned towards Spencer. A smile made it's way across her pretty face. "You called me Ash."

The blonde smiled. Ashley was so silly. "I did," she agreed, not understanding where the older girl was going with this.

The brunette took a step closer, smiling secretively. "I like it when you call me Ash." Her chocolate eyes turned a darker shade.

Spencer smiled as she began to catch on. "I know."

"I want to kiss you," she whispered heavily into Spencer's ear.

The taller girl felt herself shiver in anticipation. "Do it," she softly commanded, watching as Ashley smiled at the third, two word response she'd given.

"K," Ashley breathed out. She framed the blonde's face with her hands, softly stroking her cheeks. "God," she whispered reverently, "each time you get more beautiful."

Even though she'd been told that many times by the beautiful girl, Spencer still blushed. Her eyes closed as Ashley slowly leaned in and she held her breath as she waited for the girl's soft lips to meet her own.

And then she didn't worry about breathing at all as Ashley's warm mouth met hers and stole her breath away. She sighed into the kiss and settled her hands at Ashley's lower back, pressing her mouth against the gentle assault, wanting to deepen the kiss.

Ashley smiled lightly at the blonde's silent question. Her hands moved to soft blonde locks as she opened her mouth and accepted Spencer's tongue.

It didn't matter how many times they kissed, Ashley would still moan every time their tongues touched, and the small timidness she could feel from the younger girl only reaffirmed that thought. Spencer was still innocent and Ashley was more than happy to work with the blonde while she got comfortable.

As the taller girl pressed her lower body into Ashley, all thoughts of an innocent Spencer quickly disappeared. She gasped in pleasant surprise and broke away from the kiss to share an impressed look with the blonde.

Spencer gave a confident smile and brought Ashley's mouth back to hers, happy that she could surprise the more experienced girl. Not that Spencer was a prude, but this was different than with any one else, and she wasn't too sure about this unchartered territory, so any chance she could surprise the brunette was a memorable one.

She gentle pulled her mouth from Ashley and kissed across her jaw, making her way down to the smooth, tan neck. She trailed kisses to Ashley's shoulders, her body thrumming hotly at the small moans the older girl released.

She knew it wouldn't be long before they had to stop. She could only work Ashley and herself so much before they would inevitably give in. And while she'd often thought about it with hesitation and anticipation, she knew that the door of the apartment was not the place she wanted to experience it.

But with Ashley now nipping and licking her ear, her thoughts of stopping were pushed aside from now. "Ash," she breathed harshly, her hands finding purchase in Ashley's shirt.

The brunette made her trail to Spencer's neck, biting gently then following it up with small kisses and strokes of her tongue. Heat flooded Spencer as pleasure shot to her core, making her arch more into Ashley. "God," she panted. "Ashley."

Ashley stopped her torturous assault to look Spencer in the eye. Her body begged her for release, telling her what she desperately needed, and from the hot look in the blonde's eyes and her harsh, uneven breathing, Ashley knew she wasn't alone.

She bent forward and crushed their lips together again, swallowing Spencer's "Fuck!" with a quiet moan. She'd never heard the blonde be this responsive, and it was driving her insane and testing her patience in the most intense way.

Spencer's hand lifted up Ashley's shirt slightly, sliding to feel the warm skin of her side. The moan that escaped from the brunette drove her higher and made her bolder, her hands sliding further up as they came to rest at the side of Ashley's breast.

"Fuck, fuck, fuck!" Ashley pressed hard into Spencer as she felt the hands barely graze her. God she wasn't going to be able to keep this up if Spencer kept doing that. She tore her mouth away from Spencer swiftly, locking eyes with the blonde as she begged her body to slow down. "God Spence, you can't do that to me!" Her chest rose with each heavy breath.

Spencer, who had her head on Ashley's shoulder, gave a quick nod in understanding, her breathing to heavy to utter any words. "Sorry."

Ashley gave a broken laugh as she brushed Spencer's cheek with her hand softly. "I told you, you don't have to apologize. But you have to realize I'm only human," she said with a smile. "One with a very, very low Spencer resistance. And when your hands-" she broke off, unable to say what those wonderful hands had been about to do. "Fuck, it was too much."

Despite being embarrassed, Spencer couldn't help but feel extremely pleased with herself. She managed to turn the normally composed Ashley into a breathless mess. She allowed herself an inward smile.

Ashley regarded the younger girl. "Are you ok?" Her voice was still slightly broken.

Spencer nodded. "Yeah," she smiled shyly. "I am. I liked it," she admitted softly, boldly looking Ashley in the eyes.

The brunette bit her lip harshly and looked away from the blazing blue eyes. She didn't dare ask what part Spencer was referring to. She gauranteed she wouldn't be able to stop herself if she heard the answer. "Me too. God did I like it." Her hand grabbed Spencer's and pulled her to her in a hug.

Spencer laughed into the embrace. "I think you did this in the wrong order."

The smaller girl laughed and then turned serious. "It can never be wrong if it's with you," she said softly, but with complete sincerity.

The blonde let the words sink in, knowing Ashley wasn't just refering to their current situation.

Ashley led them to her bedroom, notcing the slight hesitation in the younger girl. She turned to face her, letting her eyes comfort the scared blue ones. "We're just laying down. I promise."

She gave Spencer a gentle kiss and pulled her again, pleased when she didn't resist. "If you want to go back, I can take you."

Spencer bit her lip and shook her head wordlessly. She trusted Ashley. "Do you want some clothes to change into?"

"Trying to get me naked?" she joked quietly.

Ashley looked taken aback for a second before she saw the smile on Spencer's face. "All in due time," she said in old british voice. She walked over to her drawers. "You can sleep in shorts and whatever shirt you want." She sent a wicked smile to Spencer. "Or don't want." She gave a big wink, causing the blonde to laugh.

Spencer stood next to Ashley and picked out shorts and a tank top. She gave Ashley a significant look. "You want to turn around?"

"Well-" Ashley began with a smile, turning around at the fake glare Spencer shot her. She held her breath as she could hear the rustling fabric and did her best to keep the mental images to a minimum.

"Ashley," Spencer said softly.

Ashley began to turn but stopped herself. She wasn't ready to be faced with a naked Spencer yet, especially not if she was planning on just sleeping tonight. "Y-yeah?" She cursed her stutter.

The blonde came up behind her, wrapping her arms around her. She placed a kiss on the neck, causing the older girl to shiver pleasurably. "I'm done." The smile could be heard in her voice.

Ashley released a breath and turned around, allowing her gaze to roam over the girl in front of her. "So beautiful, just like I've said." Even beyond beautiful, Spencer looked damn sexy wearing her clothes, but it wasn't the time to say such things like that, not if she wanted to keep her cool.

"You would like your own clothes," Spencer teased. "I like them too. They smell like you." She pressed a kiss to Ashley's cheek. "I always loved the way you smell."

"So you've told me," Ashley reminded her with a smile. "About five times, if I remember correctly."

Spencer pushed her lightly and brought her attention to the bed. She stared at it with trepidation. "Spence," Ashley drew blue eyes to her. "I'm serious, I can take you back, or we can sit on the couch."

She shook her head. "No, this is ok, I promise. But thank you for being so great." To make her point she walked over to the bed and got underneathe the covers, giving Ashley an expectant look. "Well?"

Ashley suddenly felt nervous, wondering if her idea was as good now that it was about to happen. She mentally shook her head and got in next to Spencer. "Hey," she whispered shyly.

"Hey," Spencer said back with a smile, making Ashley feel as if this was all new to her, instead of the other way around. "Are you ok?"

Ashley smiled at the concern she could hear in the girl's voice. "Yeah, I am." She rubbed Spencer's hand beneath the sheet. "More than ok." She lightly squeezed. "Are you?"

Spencer scooted closer and wrapped her arms around Ashleys waist. She rested her head on Ashley's chest and looked into her warm eyes. "Yeah." She smiled.

"You nervous?" the blonde asked softly, noting how fast Ashley's heart was beating.

Ashley gave a small laugh. "Uh, kinda."

"And something else?" Spencer asked knowingly.

Again Ashley laughed. "Yeah," she admitted. "I blame you."

"If this is too much..."

"It's not," Ashley assured her. "This is perfect."

"Yeah," Spencer agreed with a soft smile, "it is." She pressed a kiss to Ashley's neck.

"Spence," Ashley said strained voice.

"Hmm?" she mumbled from the crook of Ashley's neck, placing another small kiss there.

"Uh-" the brunette was torn between wanting the kisses to continue and not wanting her will power to be tested.

The young girl pressed a firmer kiss to the soft skin. "Yeah Ash?" she prodded.

Upon gettin no response, she lifted her head and saw that Ashley had here eyes firmly shut. Oh....that's what. She felt a little guilty. She wasn't purposely trying to tease Ashley.

"You don't have to stop," she whispered roughly.

Spencer looked hesitant. "Are you sure?"

As an answer Ashley lowered her lips to Spencer's. "Yeah, damn sure." She closed the distance between their mouths, wondering how she'd managed to last so long in the moments between their last kiss. It had felt like forever.

She would have frowned at the loss of Spencer's lips on her own, but when the blonde shifted to straddle Ashley and attack her neck, she couldn't do anything but moan her encouragement. Her mind went blank as her body took over and arched deliciously into the soft body above her.

The blonde bit Ashley's neck as warmth flooded through her, her hips responding in kind to the pressure from Ashley. The older girl guided her mouth back to hers, tongues meeting with satisfied sighs as Ashley's hands then dropped from her face to leave trails of heat on her hips, creating hot friction as she guided her movements. "Ashley," Spencer moaned as she pushed herself down, seeking both relief and torment from the girl beneath her.

The moan egged her on as she slipped her hands beneath the borrowed tank top, relishing in the warmth that emanated from the taller girl. Her brave hands slid higher, pausing slightly the further they went, waiting for any sign from the blonde to stop. They moved around to the girl's stomach, lightly touching the tight muscle there. "You feel so good," she murmered breathlessly into Spencer's mouth, bodies still thrusting against each other, causing more heat to rush down to their centers.

Spencer made a strangled noise and slid her hands to Ashley's curly tresses, her tongue dueling with the brunette's as Ashley's hands moved fractionally higher. Her breath hitched and the older girl pulled back slightly to gauge the blonde's face. "Are you...are you ok, Spence?" she forced out between breaths.

The blonde met dark eyes with her intense blue eyes and removed one hand from Ashley's hair. She put it on Ashley's hand and swallowed heavily before brining it to her breast. Both girls gasped at the feeling, eyes finding it hard to stay locked as the sensation coursed through them. "Oh God," Spencer sighed as she pushed against the hand gently caressing her.

"Spence. Fuck." Ashley felt like she was outside her body. Like the hand touching the warm breast was not her own, because this couldn't be happening. It wasn't her palming the soft weight, and it wasn't her hair that was being almost forcefully pulled as her mouth was brought swiftly to Spencer's panting mouth. But it sure as hell was her being flooded with heat as it spread throughout her whole body and honed in between her legs, letting her know where this was headed.

Spencer moaned hoarsley into the girl's ear as wonderful hands continued their assault on her chest. "Dammit Ash," she growled heavily, sucking on the lobe as her body started its low humming.

They needed to stop. Spencer licker her ear and pressed a hot thigh between her legs, causing Ashley to hiss in pleasure. Fuck, they needed to stop! "Spence," Ashley begged desperately.

The blonde continued her torment. "Fuck, Spencer." She dropped her hands, doing her best to ignore the dissatisfied groan that escaped the taller girl.

Distantly, she heard her name being called. Spencer opened her heavy eyes and looked up to find Ashley staring at her with the most intense 'fuck me eyes' she'd ever seen. "Y-yeah?" Her pulse pounded in her ear.

Ashley closed her eyes and tried to calm her breath. "Fuck that was intense." She wiped her sweaty forehead and threw the covers off her heated body.

Spencer, too, pushed the comforter off and felt relief as the cool air hit her too warm body. She rolled off of Ashley. "I'm so sorry," she whispered shyly.

"What?" Ashley stared at her incredulously. "Seriously? God Spence, how could you even think to apologize for that?" The blonde shrugged. "Spence," she said softer, brushing hair from the blonde's face, "I should be the one apologizing. I didn't mean to push you so far."

The taller girl shook her head. "You're the one who stopped," she reminded. "If anything, I started it. I feel like I keep testing you."

Ashley gave her a big grin. "Needless to say, I don't mind being your subject."

"You promise you're ok with stopping?" Spencer said quietly.

"Spence, I'm ok with whatever." She lightly rubbed her arm. "Tonight, you let me go further than we've gone before." Spencer blushed and Ashley gave a small laugh. "I should be asking if you're ok." She gave Spencer a concerned look. "Are you?"

Spencer nodded. "More than." She once again snuggled up to Ashley, breathing in her comforting scent. "This feels nice."

"Yeah," Ashley agreed with a smile, closing her eyes contently as Spencer's fingers lightly danced on her stomach.

"See, now we've got the right order."

"I don't know." Ashley shrugged. "I think we just have it right overall."

Spencer took a deep breath, eyes closing as sleep began overcoming her. "Yeah, you're right." She put her hand over Ashley's heart. "This feels right."

Ashley shifted, causing Spencer to open her eyes and look at her questioningly for her sudden movement. Chocolate eyes met hers, making her smile as Ashley looked at her warmly. She put her hand over Spencer's and squeezed lightly. "Feels like love," she whispered quietly.

The blonde gasped in surprise and her gaze snapped back to Ashley. Her heart pounded as she took in the loving look the brunette was sending her. Ashley hadn't officially said it, but those three words were almost as powerful. She tried to speak and closed her eyes in frustration as no words came forth. She gave Ashley an apologetic look, which caused her to shake her head with a soft smile. "Don't."

Spencer nodded in relief and leaned forward and pressed a long kiss to Ashley's mouth. They didn't deepen the it, just kept their lips pressed together in a satisfying kiss. Spencer grabbed Ashley's hand and put it over her own heart. Ashley's hand curled slightly. She understood. The words weren't there yet, but they would be.

They weren't needed anyway, because from Spencer, too, it felt like love.


	16. Maybe You're Just in Love

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N: _You are making me speechless in the best way! I love you all so much, I hope you know that. I am so thankful you guys stick around to review each chapter, even if it's just to say 'PMS.' I'm sad to say that this story is coming to a close in a few chapters, but I'm already working on another one ;)_

_I dedicate this chapter to _**_shawn-n-belle_**_. Wow wow wow!!! Your reviews were so flattering! You made me blush :) Thank you so much for your kind words. Although, I have to say that Mandy and Gabby have way more on me, but I appreciate being grouped with them ;). As far as writing the sweet moments, I try to keep it simple and honest. I found that the more detail I try to write into the characters with what they say, the harder it becomes to make it easy to understand. And, of course, practice practice practice. Thank you so so so so much for your awesome reviews! This lovely chapter is for you!  
_

_-_

Chapter 16

_Maybe You're Just in Love  
_

-

Spencer and Ashley were unofficially official, Jen decided. And even though asking the blonde made the girl blush and stutter and deny such a thing, Jen knew her and Ashley were together. When she asked Ashley, the other brunette would look away with a secret smile but remain silent.

Jen shook her head as she thought of the two girls. They were so weird, but maybe that's why they fit together so well. The two had been "dating" for about four months, and it amused her to no end that they still tried to be all casual around her. As if she didn't know that they were holding hands under the blanket, or that when she'd come into the same room as them, Spencer was blushing from something other than a stolen kiss.

All in all, it was so cute that Jen wanted to vigorously brush her teeth from all the sweetness in the room. Instead, she decided to make comments about it. It was always fun to see them blush or to have Spencer flash her middle finger. Which brought Jen back to reality instead of her thoughts.

"Shut up Jen."

Jen smiled. That would never get old. "What? All I'm saying, Carlin, is that your shaking is rocking the apartment."

"It is not," Spencer scoffed indignantly, but she stopped rocking back and forth on her heels and forced herself to sit down.

Her roommate rolled her eyes. "Sure," she said in disbelief. "Spence, I'd think that after two weeks, you'd stop peeing your pants waiting for Ashley to get here."

"Shut up!" she echoed more firmly, hating that she still blushed over comments like that. "There is nothing wrong with being excited."

"Tell it to our carpet. Cleaning that shit ain't cheap." She received a nice glare for that one.

"I like spending time with her," Spencer reasoned.

"You really like her, don't you," Jen said in a wistful voice, her tone much softer.

Spencer predictably brushed and looked down. "Yeah," she admitted, "I like her. A lot."

Jen gave her a big smile. "I'm glad. She's a great girl." She grabbed the blonde's hand. "I'm really glad you guys worked everything out. That you went for it."

"Me too. I mean it just...just feels right, you know?"

The brunette nodded and went to speak but saw Spencer had more to say. She closed her mouth and waited anxiously. Her roommate did not open up easily and she was going to seize the opportunity to listen.

"It's weird- well besides for the obvious reasons," Spencer interrupted herself with a small laugh. "But I've never felt this way about anyone else." She met Jen's eyes. "When I'm with Ashley..."

Jen smiled as her friend's eyes got lighter in happiness.

Spencer laughed again and shook her head. "When I'm with her it's like...like nothing else matters, you know? I don't even think about us both being girls, about how wrong it is, because it feels every kind of right." The blonde rolled her eyes at herself with a smile. "Maybe I'm just on an Ashley high."

"Maybe," Jen shrugged. "Or," she turned her roommate towards her, a gentle smile on her face. "Maybe you're just in love."

Spencer gasped, her mouth opening and closing several times without any words coming out. "I...wow I-"

Jen raised her eyebrows with a smile. "No?"

"Wow that's..." she stood up suddenly and looked at Jen. "No, I mean, that's just crazy. I like Ashley, a lot, but love-" Spencer sat back down again. "No," she said firmly.

Jen continued to look at her with a smile. "Ok Carlin."

A knock at the door drew Spencer's attention away from her roommate. She smiled at the person she knew was behind the door.

The brunette patted the blonde's shoulder fondly. "I'll be in the kitchen." She pointed to the next room, leaving with a wink.

Spencer opened the door, smile widening as she took in Ashley's presence. "Hey," she said happily as she threw herself on the smaller girl. Her heart thudded as Jen's words hit her.

Ashley stumbled back with a laugh as Spencer's weight hit her. "Hey you. Miss me?"

As an answer, Spencer glanced back to the kitchen quickly to see where Jen was. Seeing no sign of her roommate, she turned back towards Ashley, giving a seductive smile as she leaned forward and brought her mouth to Ashley's.

"Aw, so you didn't miss me at all?" Ashley pouted as she pulled back.

Spencer pushed her lightly. "Of course I did." She gave the older girl another quick kiss as if to reaffirm.

They made their way to the kitchen to join Jen, but Ashley tugged on Spencer's hand and got her attention.

"What's up?" the blonde asked her.

Ashley shifted back and forth, a sure sign she was nervous. "Well I-"

"Ash?" Spencer's interest was piqued now.

The brunette kicked herself for even thinking about confessing anything to Spencer. The blonde's apartment, with Jen only one room away, was not the place to tell her she loved her.

It wasn't really her fault. She'd been aching to say it for so long, that now it was becoming almost unbareable to hold it in.

Ashley offered her a smile and shook her head. "I'm just glad I get to see you." She grabbed the taller girl's hand and squeezed it.

It was obvious Spencer didn't believe her, but the blonde squeezed back and rubbed her hand soothingly. "Me too."

She smiled at Ashley and pulled her toward the kitchen. As they saw Jen, they inwardly sighed as they released hands.

"Hello duckies!" Jen said in a cheerful british voice. She walked over and hugged Ashley.

Ashley looked at Spencer, who shrugged. "Um, 'ello governor?"

Jen smiled widely. "And that's why I love you!" She hugged Ashley to her again, bringing a smile out of the other brunette.

Ashley gave a small defeated sigh. It was so easy for Jen to come out and say it, even if the situation was completely different.

She glanced at Spencer, watching as the beautiful girl interacted with Jen, and couldn't help but smile. Spencer was so amazing. Not just because she was so beautiful - though she was- but because the blonde had come so far since Ashley had first met her. Sure, she was still a little shy, but that was just Spencer. But Spencer constantly surprised Ashley, whether it was by initiating kisses, or buying candles, or even letting Ashley pay for dinner.

The point was, Ashley was way more than head over heels for the sweet girl, and even though she wasn't sure the depths of Spencer's feelings for her, she was 100% sure of her own, and that was enough.

"Cookie for your thoughts," Jen interrupted her monologue.

"Cookie?" Ashley asked in amusement.

"I don't have any money, so this is the best I could do." Spencer's roommate held up an Oreo.

The blonde swiftly grabbed the cookie. "Spence!" Jen eclaimed in shock.

Spencer shrugged innocently and halved the cookie, giving the other piece to Ashley who gave her a sweet smile.

"Ugh, that's not fair," Jen whined as she crossed her arms and pouted.

Ashley gave Spencer a guilty look and walked over to Jen, offering her half. "You poor thing," she cooed as she patted the brunette's head fondly. "Here, have momma Ashley's cookie."

Jen raised her eyebrows at Ashley. "We still talking about the Oreo?"

"You're so perverted," Spencer commented as she shook her head at her roommate. "It's no wonder you get along with Glen so well."

"Well I'd prefer Paula, but I guess Glen will do. Glen and Jen-" she pursed her lips in thought. "Has a certain ring to it."

"First of all, eww for including my mom in your perverted thoughts. And second, hell no to you being involved with my brother in any way!"

"You have to say that, otherwise it's incest. Although I do remember you saying Ashley was your cousin. What do you call that?" Jen crossed her arms and sent the blonde a challenging look.

Spencer remained silent, too embarrassed to say anything.

"Hot?" Ashley offered quietly. Spencer's eyes shot towards her, tilting her head as if she hadn't heard Ashley right.

Jen burst out laughing, rushing over to the other dark haired girl and giving her a big hug. "Damn straight," she conceded happily. "Don't worry," she whispered loudly, making sure she had her roommate's attention, "Spencer totally agrees, she's just too embarrassed to say so." Jen nudged the blonde with her elbow.

"Jen." The girl in question raised her eyebrows, signally the blonde had her attention. "I hate you."

Jen giggled and pretended to shy away. "You're too sweet, Spencer."

Spencer rolled her eyes and grabbed Ashley's hand. "C'mon Ashley." She tugged them out of the kitchen towards her room.

"Lock the door!" her roommate called out, the smile in her voice obvious. Spencer just shook her head.

"You know," Ashley said with full seriousness, "she does have a point."

Instead of the blush Ashley predicted, Spencer gave a laugh and shook her head. "You're just as bad as Jen."

Ashley gave a small pout as she leaned in close to the blonde. "You still like me better, right?"

The taller girl smiled lightly as she tugged Ashley the rest of the way into her room, making sure to shut - and lock!- her door. In response to Ashley's question, she gave a shrug and turned her back to the brunette as she got on her bed.

Ashley smiled at the game and followed Spencer to the bed, choosing to straddle the other girl instead of sitting beside her. "Right?" she repeated in a husky tone, staring intently into blue eyes.

Despite her quickly beating heart and the overwhelming desire to kiss Ashley, Spencer gave a simple smile. "Maybe."

The older girl leaned down and brushed her lips across Spencer's, letting her weight gently fall on the warm body beneath her. Her hands cupped a flawless face, holding it in place as she pressed soft kisses to the warm mouth. Just as it was about to get heated, she pulled back, smiling at the blonde's closed eyes. "I'll take that as a yes."

Spencer leaned up and pressed a sweet kiss to Ashley's cheek. "It's a yes," she agreed softly.

Ashley rolled off of the younger girl, ignoring the voice protesting in her mind, and cuddle up to Spencer's side, stroking the soft skin of her arm. "I didn't doubt it," she commented confidently.

Spencer tilted her head towards Ashley. "Is that so?" Ashley nodded. "And why is that?"

"Because I'm hot," she said like it was obvious.

The blonde chuckled lightly. "You are," she humored her, though she fully agreed. "Then again, my choices were kind of limited."

Ashley sat up. "What do you mean?" She heard the difference in the girl's tone.

"Well I didn't realize I liked girls till you..."

Wow, Ashley wasn't expecting this. It was just an unspoken agreement that this subject was not talked about. Not that it was taboo, but it wasn't necessary to speak of.

"Or maybe you're the only one," Spencer considered calmly, as if she were discussing the news. "As far as I can tell, I haven't found any one else attractive. Not that I don't find girls pretty, but it's not the heart-stopping beauty that I see with you."

Ashley stopped her stroking movement and looked at the blonde intently, feeling as if her heart was in her eyes.

"I guess that confirms it," Spencer continued, oblivous to the brunette's inner struggle. Blue eyes shot up to meet chocolate eyes. "It really is only you,"she said softly.

God, Spencer really couldn't say things like that if she expected Ashley to hold back her feelings.

The taller girl sat up, too, and turned her body to Ashley. "I thought that I just felt brave when I was with you, but really, what I think it really is...is that I only feel like myself when I'm with you." She gave the brunette a small, nervous smile. "Like maybe this whole time I was being who everyone else thought I should be. I spent twenty years letting myself get molded. And in the months I've known you, you let me be Spencer. No pressure." She smiled as she quoted the older girl's words.

"So yeah," Spencer breathed, feeling a little embarrassed over her long speech. "I guess I'm saying thanks. Thanks for not giving up. Thanks for giving me time. Thanks for being so great." She pressed a light kiss to Ashley's shoulder.

The brunette closed her eyes tightly, feeling her whole body stand on edge. God Spencer was killing her.

"Ashley?" The blonde rubbed her hand up and down Ashley's arm, her tone one of gentle questioning.

The taller girl shifted until she was in front of Ashley, her hand raising the girl's chin to make eye contact. "Ash?" she said softer, confusion lacing her tone.

The brunette opened her eyes, a smile already making its way onto her face as she locked eyes with the blue ones in front of her. She didn't know tears had formed until she felt a soft hand brush them gently away. "Are you ok?" Spencer whispered with concern.

Ashley gave a small laugh. "Yeah," she nodded, "never felt better." She grabbed the blonde's hand and pressed a kiss to it.

The taller girl gave her a weird look, obviously concerned at Ashley's strange behavior. "You sure?"

"I've never been more sure of anything in my life," Ashley told whispered with complete honesty.

Spencer didn't need to ask what Ashley was referring to. "Me either." She smiled and leaned back against the smaller girl. "You sure you're ok?" she asked as she felt the rapid heartbeat against her back.

"Spence-" Ashley cut herself off swiftly.

The blonde turned and faced her again. "Yeah?"

"I..." If possible Ashley's heart sped up faster. "I uh..." She looked at Spencer, almost hoping the blonde could read it from her eyes without Ashley actually having to say the words.

"Ashley," Spencer said more frantically, "you're scaring me. You can tell me anything."

Those simple words calmed Ashley more than the other girl would know. Ashley gave Spencer a sweet smile. "Yeah. I know. That's kinda what scares me." She gave a quiet laugh. " I know I can tell you everything, it's always been so easy. But right now, it seems like the hardest thing ever."

This time Spencer gave a soft laugh. "You realize that just confused me more." Ashley gave a sheepish smile. "If you don't want to talk about it, that's ok," she assured her, though she wanted to know what was bothering the older girl.

"I know," Ashley smiled gratefully, "but I wanna talk about this." She ran a hand through her hair. "God, I want to talk about this so bad. I just don't...I just don't know how..."

"If it's any consolation," Spencer said as she nudged Ashley playfully, "I fully understand being tongue tied. Hell, I still get tongue tied and nervous around you."

And that, for some strange reason, was the opening Ashley needed.

The brunette gave her a big smile and caressed Spencer's cheek adoringly. "And I hope that doesn't change. That's just a small part of you, Spencer Carlin; your shyness, your nervousness-" she pressed a warm kiss to her forehead. "Your boldness." She gave the blonde a flirty wink, laughing lightly as Spencer blushed. "Your beauty."

"All that stuff you mentioned," Spencer began softly, "that's only with you. Ok," she considered, "maybe not the shyness...but everything else, that's only you. You make me feel all those ways."

"No." She shook her head and grabbed the blonde's hand. "This," she put the hand over her heart, "this is you. Only you. No one else has ever made me feel this way. I never knew my heart could beat this fast. Never knew I could feel so much for anyone. But then you came along, taking me higher than ever before."

Spencer just sat there, letting the beautiful words wash over her, a tender smile on her face, eyes never leaving Ashley's.

"You just came in all perfect. And maybe not flawless perfect - though I'm convinced that's true as well - but perfect for me. And I couldn't ask for anything more."

"I told you I would give you time. That was because I couldn't even consider not waiting." She flattened the hand against her chest, craddling it in both of her hands. "I know I'm rambling and probably boring you with all this stuff, but I can't help it because I'm really really nervous, but at the same time, I'm so sure, Spence. So sure."

Ashley moved her hands and brought them back to frame the blonde's face. She let herself drown in the deep depths of Spencer's beautiful eyes before taking a deep breath. "I love you," she whispered into the darkness, feeling her whole being suddenly relax as the huge weight was lifted.

Even though Ashley had used many words in her confession, Spencer was completely and utterly speechless. Breathless. The only reason she knew she was still aware was the rapid beat of her heart and the echo of Ashley's words resounding in her head. Everything else seemed to cease functioning. "God Ash...I-"

She blinked heavily and focused back on Ashley. She was met with a loving, tender look, wondering how she hadn't reconginzed this look as the one often given by the brunette.

"You don't have to say it back, Spence. I just want you to know. I love you," she whispered again, pressing the softest kiss to the blonde's lips.

As she went to pull back, she felt Spencer hands bring her back to the blonde's mouth. The words weren't there for Spencer, she understood that. And this was Spencer's way of expressing herself, almost frantically. The blonde desperately wanted to show Ashley that she felt the same, she just wasn't as good with words.

"I want to," Spencer said as she pulled back breathlessly.

Ashley smiled, letting the blonde know she truly did understand. "I know. I know," she repeated, "and for now, this is more than enough."

They shared anonther kiss, smiling goofily at each other as they pulled apart. Spencer wished she had Ashley's courage. And even though she knew she could be brave, every time she went to say 'I love you,' it always got stuck in her throat.

This time it was Spencer giving Ashley clothes to borrow as they got ready for bed. She was surprised Jen hadn't tried to come in yet. She knew the door was locked, but closed doors didn't seem to phase her roommate as she remembered Jen kicking her door down.

As if on cue, she heard footsteps pass by her door. "Night Carlin."

There was a pause, as if Jen was waiting for Spencer to answer back before she said, "And you Ashley!" with an obvious smile.

Spencer found that she wasn't embarrassed, maybe because she was cloaked in darkness, or maybe because she highly doubted her roommate had x-ray vision.

"She scares me sometimes," Ashley said, not fully joking.

"I'd say you get used to it, but I know I haven't yet. It's best to just let her say her things." Spencer leaned closer to Ashley and whispered, "It helps her sleep at night."

Ashley laughed and brought Spencer's face to her own. She leaned forward and pressed their lips together.

The blonde shifted so she could be in a better position, her body laying on top of the other girl. She pressed soft kisses to warm lips, adding a little more pressure with each touch.

Tongues met, softly at first, before picking up intensity, causing bodies to arch and hands to roam. This time it was Spencer's hands that became bold first. She was spurred on by their kisses, the small, sexy noises the older girl was making. The 'I love you' that continued to echo in her brain, making focusing on anything rational, nearly impossible.

Spencer pressed her pelvis against Ashley, moaning at answering thrust that came from her. Her hands moved from warm sides to a taut stomach, feeling the tight muscles contract with each heavy breath that escaped the brunette. She slid her hands higher, bringing the bunched shirt with her. She broke the kiss and gave Ashley a significant look.

"Are you sure?" Ashley whispered hoarsley, placing a hand over one of Spencer's. When the blonde nodded and placed a kiss on her cheek, Ashley said, "Ok," and took the shirt off.

The taller girl gasped. "God Ash, you're so beautiful." She trailed kisses across the exposed stomach, reveling in each sharp breath of air coming from Ashley. When hands gently grasped her face, and brought it back to Ashley's, she looked at the older girl in confusion.

Ashley offered her a smile and connected their mouths again. She didn't want to put any pressure on Spencer, but if she wanted to maintain what little control she had left, she couldn't let the girl do that.

Their tongues met again and began their familiar dance. Spencer's hands moved back to the tight stomach, trailing fire wherever they went. She inched them up to the bottom of Ashley's bra, fumbling as uncertainty hit her. She pulled back from their kiss and waited for brown eyes to meet her own.

"Are you ok Spence?" Ashley's concerned voice broke the silence. She'd stop if it was too much.

Spencer disregarded the question. "Will you say it again?"

Ashley's eyes softened and a smile made its way across her perfect face. "Spencer," she whispered softly, a hand coming up to stroke her cheek, "I love you."

Ashely saw a quick smile form on the blonde's face, and then her lips were pressed back to Spencer's, and all she could do was gasp in surprise. It was if her three words had released the blonde from some invisible binding.

Spencer passionately kissed the smaller girl. Her hands that were resting idly below Ashley's chest bravely inched higher to feel the lace of Ashley's bra. She gasped as the sensation of touching Ashley's breasts, even through the barrier of her bra, coarsed through her.

If Spencer felt aroused from touching Ashley's breasts, it in no way compared to how the brunette felt from the contact. "Holy fuck Spence!" Ashley breathed out harshly, unable to articulate any other words. She pressed her chest firmer into the loving hands, desperate for more contact. She'd never cease to be surprised by the blonde, and she'd never cease to be turned on by everything she did.

The student brought their mouths back together as her hands made their way to Ashley's back. They traced along the straps of the bra, and with some hesitation, undid the lacey material. As her hands made their way back to Ashley's front, she felt the taller girl pull back from the kiss and take in a shallow breath of air in anticipation. Swallowing down any nervousness, she brought her lips back to Ashley's, and then proceeded to torture her.

And fuck was it torture! But Ashley didn't mind one bit. "Fuck," she whispered into Spencer's mouth, hands roaming all over the girl's body as a different pair of hands massaged her sensitive chest. She thought that this should have been adequate preparation, but when a tentative hand traced over her nipple, she knew nothing could have prepared her for that. "Fuck, Spence!" She tored her mouth away from the blonde's and rested her head on a warm shoulder, breathing harshly into the girl's neck.

Spencer smiled shyly, feeling accomplished that she had reduced Ashley to short words and harsh moans. "You like that?" she asked huskily, wondering where her confident words had come from.

Ashley nodded firmly, unable to do anything other than take in ragged breaths as Spencer continued squeezing her breasts and rolling the extended buds. She started kissing the exposed neck in front of her, biting and sucking, smiling as she brought the same noises from the blonde's throat.

If Ashley thought she was winning, she was greatly mistaken. She felt Spencer shift, avoiding eye contact as she moved her body lower. Ashley gave her a questioning look that quickly disappeared as her eyes slammed closed as a gentle mouth took the place of the hands on her chest. "Oh fuck. Fuck." Her hands frantically grabbed the sheets, desperate for any sort of purchase. When a tongue peeked out to touch her nipple, Ashley felt her body lift off the bed.

Her body filled with heat, sending moisture flooding to her center. Every part of her tingled deliciously as she continued to thrust into Spencer. She was getting to be beyond reason. That thought caused her eyes to snap open. "Sp-spence," she forced out through labored breaths.

If the blonde heard her, she didn't acknowledge it. "Spencer," she tried again, her voice coming out as a strangled moan. "Fuck, Spence, please."

That did it. Spencer raised her head and brought her dark blue eyes to meet Ashley's. Her touseled hair and deep breaths made Ashley want to grab her and continue where they had stopped. And fuck did Ashley want to continue.

"Y-yeah?" she responded heavily, her cheeks red with arousal and what looked to be a blush. "I'm sorry," she said sheepishly, "I uh...I don't know what came over me." She looked down at the sheet with interest.

"Spence," Ashley said incredulously. She raised Spencer's chin to lock gazes. "This whole time I've been telling you, you can never do anything wrong. Ok?"

Spencer gave a big smile back as she nodded. "Ok." She looked down and blushed as she saw Ashley's bare chest. "Oh....you want your shirt back?"

Ashley followed her gaze and smiled. "You don't like?" she teased lightly. Spencer blushed and bit her lip and mumbled something that the older girl couldn't understand. She smiled as she had a fairly good idea what she said. "As I remember, this was your doing." She grabbed the shirt and put it back on.

Spencer nudged her softly, still refusing eye contact. "I remember too," she said softly.

"I love you." Ashley gently kissed her forehead.

The blonde looked at her with a big smile. She threw her arms around Ashley and held her tightly, breathing in her scent, her love, and letting it all wash over her.

"You know," Spencer said after a few moments of silence, "a candle would have been fine."

Ashley laughed and gently pulled the blonde locks by her. "I'm sorry, I was a little more original," she retorted. "Besides, we don't need a candle. It's already hot enough, don't you think?"

This time the blonde laughed. "Yeah," she agreed, "I think it is. I can leave if you want though."

"I do love you, Spencer Carlin." Ashley said it with a smile, but they both knew the sincerity behind it, and it still made Spencer smile giddily and press a soft kiss to the older girl.

"I know," she whispered back, placing Ashley's hand over her heart, wordlessly saying her on confession.

In the hallway, Jen sighed happily as she took the glass away from the door. "About damn time," she whispered to the two girls behind the door, knowing full well they couldn't hear her.

She walked back to her room, pausing as she thought about the things she had heard. She turned back to the door and smiled.

"Spencer Carlin, you little dog you."


	17. I Know

**Disclaimer: I do not own South of Nowhere or any of the characters affiliated with it. SoN is property of Tom Lynch and The N. The title _Should've Said No_ is taken from the Taylor Swift song.  
**

A/N:_ :( I am sooooo sorry for how long this took. First finals took over my life, and then Best Buy dominated my life, and while I did have time to write this chapter, I had no way to post it because I had no internet access except through my phone, and my story was on my computer. So I'm very sorry for the long wait, and I hope it is worth it._

_I want to thank all of my awesome reviewers and readers. If I could name you individually, I would gladly do so, because each one of you inspired me so much! And I even got put on the board for the Spashley community, so thank you to everyone involved in that! It's truly amazing and I'm very honored that you guys like the story that much. Thanks again for everything, and I hope you stay tuned for more stories from me :)  
_

_I dedicate this chapter to __**thefrick.** I am sorry that the day you had sucked some major a**, but I'm glad, and completely flattered, that my story helped perk you up :). This final chapter is dedicated to you. May it bring many more good days your way!!!!  
_

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Chapter 17

_I Know  
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It had been two weeks since Ashley had told Spencer that she loved her.

Spencer was still giddy about hearing it, and still completely scared shitless about saying it back.

It's not that she didn't want to, because God knows she did, but she never found the right time to make it as beautiful as Ashley's confession was. And even though Jen had been completely joking, the blonde was almost considering the idea of sending it through a text.

When her roommate had seen that Spencer was seriously considering that option, she promptly walked over and hit her with a pillow, wordlessly leaving to go to the kitchen.

So Spencer was stuck. She couldn't talk to Jen about it because then she just got embarrassed and the brunette would make her feel stupid for having so much trouble saying it. And she couldn't go to her mom because for one, she avoided her mother as much as possible, and two, Spencer highly doubted her mom wanted to hear about her love for another girl.

This left Ashley. And while Spencer knew she could talk to the older girl about anything, and she was sure Ashley knew how she felt, she just wanted to say it with some elegant speech, not while asking for advice.

Ashley still continued to say it, though she still was shy about it. It was just something that made the words that much more meaningful to both of them, as if they were more heartfelt.

So this brought Spencer back to the front of her dilemma; she was stuck!

"Ashley," Spencer took a big breath, staring deeply into the eyes in front of her. "I…I love you."

"I love you too, but I'm not Ashley," Jen teased as she entered the bathroom with Spencer. "And you might want to fix that whole 'saying-the-wrong-name' thing you have going on. Let me tell you that people do not appreciate it when you say some one else's name. Go figure."

The blonde groaned and leaned against the wall. "Ugh, this is stupid." She felt her face warm as Jen stared at her. "What?"

Her roommate gave a secret smile. "I just think it's sweet that you are practicing how to tell Ashley how you feel. And so happy that you finally admitted it out loud, even if it is to your reflection."

"Yeah," Spencer mumbled dejectedly.

"Hey, cheer up, Carlin," Jen said as she patted her cheek fondly, "it will happen. And when it does, you aren't going to be ready for it, but you will know that the timing couldn't be more perfect. So stop trying to create the perfect moment, because then you'll be passing up on all the others."

Spencer smiled warmly at her roommate and rested her head on her shoulder. "You know, you're pretty smart."

"And hot, sexy, funny, sexy…" Jen ticked off the list. "Oh yeah, and sexy!"

The blonde looked her friend up in down in an overly dramatic way. "Eh," she said indifferently with a shrug.

Jen pushed her. "Shut up Carlin, you know you want this."

In an answer, Spencer just smiled and left her roommate in the bathroom.

Jen turned back to the mirror. "Oh yeah," she agreed with an appraising look at herself, "she wants this."

* * *

"I'm here, where are you?"

"_I'm there, not here. Where are _you?"

Spencer amusedly rolled her eyes at Ashley's response. "Ash, just tell me where you are."

"_I'm behind you_,"she answered in a quiet, creepy tone, her breathing ragged on the phone.

Spencer swiftly spun around, frowning when she didn't see Ashley. "Ash?"

"Boo!" Ashley yelled out as she popped out from behind the blonde.

"Ahhh!" Spencer yelled as she accidentally threw her phone as she jumped. "Really Ashley?" she said with slight irritation, a tone which was lost on the hysterical brunette who was on the floor laughing.

"Yeah," the blonde mumbled grumpily, "really funny."

"Aww I'm sorry," Ashley cooed as she stood up and pulled Spencer in a hug. "My poor baby, all scared to death." She stroked the smooth blonde hair. "You all better?"

Spencer laughed and gently pushed Ashley away. "Yeah, yeah." She waved off the insincere apology with a smile. "So you ready to go eat?"

"Well…." Ashley let her word drop as she looked around the parking lot, which was mostly empty.

The taller girl smiled as Ashley's gaze came back to her, a sexy glint in her eye. Spencer knew that look very well. "You know, we should give them a little more time to prepare the food," Spencer suggested with a warm tone, her eyes never leaving the beautiful girl in front of her.

Ashley took a step close. "Oh yeah," she agreed softly, "definitely. Whatever will we do?" she asked in soft, high pitched tone.

In an answer, Spencer gave a sexy smile and pulled Ashley to her, sighing as their mouths met.

"Eww," Ashley said as she quickly pulled back, "I didn't mean _that_."

"Oh you didn't?" Spencer asked with disbelief. "My sincerest apologies, ma'am. And what did you mean?"

Ashley stuck out her hand. "This."

The blonde stared at the hand, amusement making her bite back a smile. "Oh, ok. Well yeah, I can do that." She grasped Ashley's hand in one of hers.

"And now this hand goes here." Ashley brought Spencer's hand to her side. "And this one," she grabbed the other, "goes here." She put it on her other hip. "Ok, now where were we?"

Spencer smiled and leaned in. "I think right. about. here." She softly pressed her lips to the brunette's.

They kissed softly, warm lips meeting again and again as hands lightly trailed fire up and down sides. When they parted, Ashley pressed a gentle kiss to the taller girl's neck, breathing in her sweet scent. She pulled back and looked into the blue eyes in front of her. "I love you." She smiled shyly.

Spencer smiled in return and pressed a light kiss to Ashley's mouth. "I love when you say that to me."

"I know," Ashley answered smugly. She grabbed Spencer's hand and pulled her into the restaurant.

"Sooooo," Spencer said as she flipped through the menu, "what will you be having today."

"Um excuse me, but I think I should save that for our waiter."

"But I wanna know," Spencer pouted, giving Ashley a sad look.

"Nope, sorry. I'm like Fort Knox."

The blonde raised an eyebrow in amusement but didn't comment. She had an idea anyway.

"What's that look for?" Ashley demanded at the suspicious look the student was wearing. "Spence," she whined, "tell me."

"Fort Knox," she sang out, giving a smug look at the displeased frown on Ashley's face.

"Ugh, you are so mean!" Ashley crossed her arms petulantly.

"What are you ordering?" the blonde turned back on her. The smaller girl just pursed her look and shook her head. "Ok, fine then," Spencer conceded, too easily for Ashley's liking.

Spencer smiled as she lightly ran her hand across the space between her and Ashley. She never really liked those circular booths, but it was turning out to be perfect.

Ashley caught the smile and gave Spencer a questioning look which the blonde easily disregarded. "You're weird," Ashley told her as she sipped her water.

The taller girl's hand brushed the fabric of Ashley's jeans. She smiled when she heard the sharp intake of breath.

"Spence," Ashley breathed out a soft warning.

Her hand slid up higher, now resting on the brunette's warm thigh, drawing light circles on it.

Ashley jumped at the contact, giving Spencer an intense stare, but she did nothing to stop it. Spencer took this as a green light.

She started rubbing harder, smiling as Ashley's breathing picked up. She could feel the intensity from the chocolate eyes beside her. Feeling a little braver, she slid her hand to the inside of Ashley's thigh.

"Fuck! I'm getting a chicken caesar salad," Ashley breathed out quickly.

Spencer smiled triumphantly. "There, now that wasn't so hard, was it?" She patted Ashley's thigh and removed her hand.

"Depends on who you ask," the older girl retorted.

Spencer smiled and stroked her hand. "I think I'll get that too."

"Aw," Ashley whined, "no. Get something different so I can try it."

"Why don't you get something different?"

"Because," Ashley said in an obvious tone, "I said I was going to order the salad first."

"But you want to try something else."

"Yeah, which means you should get something different."

Spencer rolled her eyes. "I'm getting the salad."

Ashley leaned back against the booth and crossed her arms. "Fine," she said in a childish tone, catching Spencer's eyes and smiling. "But I'm not going to help you eat it," she warned.

Spencer just laughed.

* * *

They waited at the register to pay for their food. After taking care of their bill, which Spencer paid for this time, they walked outside, only to be met by a very unexpected site.

"Aiden?" both girls said in shock.

"Spence? What in the hell are you doing with _her_." He gave Ashley a hard glare.

"So now I'm a pronoun? No name?" Ashley asked the athlete, though it was obvious the feeling of hatred was pretty mutual.

"I can think of some names if you'd like," Aiden offered.

"Stop it," Spencer cut in. "Stop being childish."

"Yeah!" Ashley supplied, shooting a death glare at the boy.

Spencer turned back to her, "I meant both of you."

"Oh." The brunette sank bank.

"So what are you doing with her- Ashley," he corrected at the stern look Spencer sent him.

"We were eating. That's usually what people do at restaurants."

"Ashley," Spencer chastised. She didn't have time for their bullshit.

"Sorry," she mumbled.

Aiden looked at Ashley and then at Spencer. "Whoa." He took a step back.

"What?" both girls asked in unison.

"Spence, tell me this isn't what I think it is."

When neither girl answered, he gave a humorless laugh. "You've got to be fucking kidding me. Spence," he turned towards the blonde. "I warned you about her."

"It's not your place to. Besides," Ashley took a step closer to the boy, "she should have been warned about you."

"Guys," Spencer pleaded, but it went ignored.

"Who was the one who broke up with some one because they didn't have the balls to say that they liked girls!?"

"Who was the one who cheated and didn't have the balls to man up to it?" Ashley turned back to him.

"Stop it!" Spencer shouted, successfully catching their attention. "God, just please stop. This is ridiculous."

"Spencer," Aiden said with a much gentler tone, "I was wrong, but the stuff I said about Ashley…it wasn't. She loves girls like you; the sweet, innocent girl who she can just get with then leave."

"You're forgetting an important detail. Dumbass," Ashley added as an afterthought. "I'm still fucking here."

"Look Aiden," Spencer said with a tired tone, "maybe you should go."

"Me?" he said in surprise.

"She didn't stutter," Ashley said as she took a step towards the blonde.

"Wow," Aiden said as he shook his head. "So this is how it's going to be?"

"No," Spencer said softly, gently pushing Ashley back. "I think..." she shook her head, "no I know, this is how it's _meant_ to be."

"Spence…what are you saying? You are going to stay with her?" He gave a short laugh. "That's fucking crazy. This isn't you Spencer. You've let her mess with you, get inside your head. Don't do this."

"I haven't done anything. Other than be damn good to her. You're the one who left her broken," Ashley pressed a finger to his chest, "I was just the one to fix her up. You can't hate me for that."

"Spence, come on, be serious. This isn't the life you want. Look, I completely understand being there with Ashley, I do. But this," he gestured to Ashley, "isn't you. Ashley's hot, and damn good in bed, but that's it."

Ashley took another menacing step forward. "Fuck you Aiden!"

He continued as if she hadn't spoken. "So yeah, physically, Ash has got it all. But that's it. That's all it will ever be."

"I love her."

Both Aiden and Ashley turned to the blonde in shock. "W-what?" Ashley stammered out.

Spencer swallowed thickly. "I said, 'I love you'."

Aiden opened and closed his mouth. "Wow…Spence-" He reached out towards her.

"I think you should leave," she said softly.

"Spencer…You shouldn't have said that."

"And what should I have said? Did you want me to lie and said I didn't want to be with her? What?"

Aiden sighed in defeat. "You just…you should've said no." He looked at Ashley and shook his head. "You can't come back from this. I hope you know that. And I hope, that when it all comes crashing down, because it will…well I hope you can still go on thinking that it was worth it."

"It is," Ashley spoke up strongly. "She is."

"I was talking to Spen-"

"I know you were," Ashley cut in impatiently. "But it is worth it. And maybe that's why you just cant understand it." She grabbed the blonde's hand. "C'mon Spence."

They left Aiden there, feeling his gaze on their backs as they walked to the car.

* * *

The ride back was silent; Spencer tired from what had just happened, and Ashley overwhelmed with Spencer's confession. It was the only thing echoing in her brain. Spencer hadn't said anything else about it, so Ashley didn't know if she would bring it up.

"Well that was fun," Ashley attempted to break the silence. Spencer gave her a doubtful look. "And by fun, I mean completely sucked ass. I guess it really is too much to ask for a nice, uneventful meal."

Spencer gave a small smile at Ashley's words. "I just can't believe we saw him. I honestly didn't really think I'd see him again."

Ashley turned towards the blonde. "Are you ok?"

Spencer was silent for a moment, staring out the car window before she turned back to Ashley. "Yeah, I'm fine."

"You know, you didn't have to say that to Aiden. I could have just beaten him up, and it would have shut him up just as well." Ashley wanted to hit herself the moment the words left her mouth. She told herself she wasn't going to bring it up.

"Say what?" the taller girl asked in confusion.

Well great, now she'd have to come out and say it. "You know," Ashley said in embarrassment, "the part where you said you um…you know, loved me."

Spencer gave a laugh, one that Ashley didn't appreciate. She didn't see how what she said was funny. "Is that what you are talking about?"

The older girl looked away and said in a small voice, "Yeah. But look, I understand, ok?"

The blonde raised an eyebrow. "Oh?"

"Yeah," Ashley nodded. "Aiden wasn't going to leave us alone, short of me beating him up. And even though he's a complete douche bag, I know you still didn't want him to get hurt. And that was the best way to get him to leave. But you know you can't go back to him now." God, Ashley desperately wished some one would stop her from talking!

Spencer bit back a smile as best as she could. "Ash?"

"Yeah?"

The younger girl walked over to Ashley and hugged her, placing a kiss on her cheek. She felt the brunette sigh and hold her tighter.

"What I told Aiden," she started, raising Ashley's chin so that their eyes met, "was to get him to leave us alone. Not because I didn't want him to get hurt, but because it was the truth." She took a big breath in preparation. "I honestly believe that this is how it's meant to be; you and me. Maybe Aiden was just the driving factor behind it all, and if he is…well I'll be forever grateful to him. Because he brought me to you."

"The whole time I was running from you wasn't because I was unsure. No," she gave a short laugh, "it's because I was so scared because it felt so right. I'd never felt that before…with anyone. When I told Aiden it was over, I meant it. When I told Aiden that you and I were meant to be, I meant it."

She took a small step back and gently grabbed Ashley's face in her hands. As she looked into the chocolate eyes in front of her, she felt tears begin to form. "And when I told Aiden that I loved you," her voice dropped off as she pressed a soft kiss to Ashley's mouth. "I've never meant anything more in my entire life."

"Spencer…God I-" A finger pressed to her lips cut her off.

"It's still my turn," the blonde said with a watery smile. "Ashley, I've never felt as strongly for anyone as I do for you. And I can't even feel bitter about my prior heartbreaks because I know that they were preparing me for the greatest thing of all time."

"I love you Ashley, for more reasons then you'll probably ever know." She closed the distance between their mouths, sealing their lips in a kiss that somehow felt much better than all the other ones they'd shared.

Ashley broke apart from the kiss and rested her head on the taller girl's. "God, I love you too, Spencer! I love you so much. I knew hearing you say that would be amazing…but it's so much better than I could even imagine. I love you."

Spencer smiled weakly, overcome by her emotions. "I love you too," she whispered brokenly, holding Ashley tightly to her.

They stayed like that for a while, not caring about the people who walked into the restaurant giving them strange, concerned looks. It was just Spencer and Ashley. It was only just Spencer and Ashley.

* * *

"You know," Spencer said as they got out of the car at her apartment, "Jen's going to have a field day about this."

"Eh," Ashley shrugged indifferently, "somehow I won't mind it so much this time. But I don't think we should rush over there and tell her just yet."

Spencer looked at her strangely. "What do you mean?"

"Well," the brunette said in an odd tone, "maybe we should go, oh I don't know, to my place or something." The message in her subtext was not lost on the blonde.

"Oh really?" Spencer smiled in amusement, "and what will we do there?"

Ashley shrugged again. "Wellllll," she dragged out, "I was thinking maybe we could…"

"Sex each other up?" Spencer offered.

The smaller girl stared at her incredulously. She definitely was not expecting the blonde to say it out loud.

"That's what you meant, right?" she teased.

Ashley coughed to cover her surprise. "I don't know what you are talking about," she said aloofly.

"Uh huh, sure." Her tone was full of disbelief. "But sadly for you, I only have sex with some one I'm in a relationship with." Blue eyes were lit with mirth.

The brunette put a hand to her heart. "My sincerest apologies. Ahem," she coughed formally, "Spencer Carlin, will you do the honor of being my girlfriend?"

"So you can sex me up?"

"No." Spencer raised her eyebrows. "Ok, well yes, that too," Ashley admitted with a cheeky grin.

"Hmmmm," Spencer said thoughtfully, pursing her lips as she regarded the girl in front of her. "I might have to think about that one."

"Speeeeeence," Ashley whined.

"Ok, ok," the taller girl conceded with a smile, "I'll be your girlfriend."

Ashley smiled widely and kissed her soundly on the lips. "I knew you'd accept," she said smugly.

"Oh did you?"

The brunette nodded. "As if you'd be able to resist this."

"Why do I always come during the wrong parts of your conversations?" Jen asked with a groan as she opened the door.

"I think the better question is, why do you always bother us when it's obvious we are talking about something?" Spencer's smile widened as Jen glared at her.

"Not like I haven't heard worse. I must admit that hearing you moan, 'Oh, God Ash!' pretty much tops my list of things I'd rather not hear." Jen sent them a smug smile.

Spencer looked down as her cheeks burned. "Fuck you Jen. You haven't heard anything."

Jen walked over to Spencer and put a gentle hand on her shoulder as she leaned in close. "Walls aren't sound proof here, Carlin. And that is all I'm going to say."

"See why I wanted to go back to my place?" Spencer sent a glare at her. "What? I'm just saying it's a lot easier to sex you up without Jen there."

The blonde looked around and cupped a hand over Ashley's mouth. "Shh," she cautioned, "Jen's got elf ears."

"We can be quiet," Ashley assured her.

"We? I think you're forgetting that you make up a big part of that we. And _you_ are not very quiet," Spencer reminded her.

"Hey, it's not my fault that you surprised me by your wicked ways. You are supposed to be innocent, little Spencer. Not sex fiend."

"I can still hear you!" Jen shouted from some random room.

"Ugh," Ashley groaned, "please let's go."

"Ok," Spencer conceded with a smile. She grabbed Ashley's hand and pulled her out of the apartment.

* * *

They somehow managed to make it to Ashley's apartment in one piece, their mouths fused together as soon as they car was put into park.

Laughter escaped them as they repeatedly stumbled into different objects. They only stopped as they shattered the candle that Spencer had gotten Ashley.

Ashley pretended to cry. "You broke my candle!"

"I bought it, so technically I have ownership."

"But then you gave it to me, so it's mine."

"And now it's broken, so I don't want it anymore anyway. And why the hell would you have it just sitting on the counter?" Spencer asked in disbelief.

"Well I'm sorry, how was I supposed to know you were going to throw me against the counter and kiss me senseless?" Ashley threw back, though her tone indicated she was anything but mad.

"You said you wanted to sex each other up," the blonde pouted, sticking out her lower lip and giving Ashley a sad look.

"I didn't know that was going to happen. I should've said no." The smaller girl gave a mournful look at the broken candle.

"I think I realized that this whole time that I've been with you has been full of 'should've said no's. I mean my whole relationship with you, the whole world tells me I should have said no. And at the time, I thought that maybe they were right, and that I should have said no. But now…" Spencer gave Ashley a big smile, "now I realize that it was never that easy. I could never have said no to you, even if I wanted to. Which I didn't."

"If you're trying to get me to forget about the candle you broke…" Ashley let her voice drop off.

Spencer laughed and grabbed her hand. "Come on, we have to sex each other up." She dragged Ashley towards the bedroom.

"Fuck yes!" Ashley let herself be pulled. She didn't mind in the least. It was about damn time they gave in to all that built up tension.

As they entered Ashley's room, Spencer stopped suddenly and turned around. "You know," she whispered seductively as she walked to Ashley and pressed a hot kiss to her neck. "_You_ should've said no."

Ashley let out a broken sigh as the blonde continued her assault. "Wh-why is that?"

"Because you're about to have sex with Spencer Carlin, and with it being your first time, I'm just concerned." She trailed kisses up to Ashley's ear, biting gently, letting her warm breath wash over it.

Ashley smiled softly and pulled Spencer in for a gentle kiss. "I love you."

The blonde smiled back, returning the gentle kiss just as softly, breaking away with a happy sigh. "I love you too.

"You know," Ashley broke the serious moment, "last time I checked, this is _your_ first time. Fuck," Ashley breathed harshly as Spencer bit her neck. "L-last chance to say no."

"No…way," Spencer said quickly as she gave Ashley a sexy smirk.

Ashley gave a confident smile back and pulled Spencer the rest of the way in, not even bothering to shut and lock the door.

After all, there was no Jen there, and Spencer had learned that locked doors couldn't even hold her roommate back.

When a thigh was pushed into Spencer's center, she gave a low moan of satisfaction and promptly erased all thoughts of her roommate.

* * *

As they tried to catch their breath, they whispered 'I love you' to each other. They didn't need to ask each other if it was ok, they had their proof from the way they gasped out the other girl's name as the came.

"I was wrong," Ashley mumbled out after a few moments of silence.

"About what?"

The brunette turned over and settled her legs on both sides of Spencer. "About what you should have said." She leaned down and pressed a long kiss to Spencer's mouth, letting their tongues dance briefly.

"And what should I have said?" she asked with interest.

Ashley gave a sexy smile and started pressing warm kisses down the blonde's jaw to her neck. Her hands traced over a taut stomach, reveling in the sharp intakes of breath from the body beneath hers as she dipped them lower and lower. "Ashley," Spencer moaned softly. "What should I have said?"

"You should've said no more," she smiled widely, letting one of her wicked hands slide down to where the blonde craved it.

Spencer arched as fingers entered her, her body coming alive again when she was sure she was completely spent. "You should've said no more crying," Spencer teased. Ashley had let a few tears slip accidentally. It wasn't her fault. It was completely unexpected to her too.

"You should've said no more talking," Spencer continued. "And I remember asking if you could handle Spencer Carlin sexing you up."

Ashley felt a smile turn her lips up. God did she love Spencer.

She leaned down and pressed a soft kiss to Spencer's mouth. "I should've said no."

* * *

Jen smiled as her call to Spencer's phone went straight to voicemail. "_You have reached the voice mailbox of _Spencer Carlin._ Please record your message after the beep. Beep!"_

Jen sat in silence for a moment, a big smile on her face. When she decided she'd waited long enough, she leaned close to the phone and whispered, "I know." She then hung up the phone and turned her attention back to her movie, the smile never leaving her face.

_-El Fin-_


End file.
